Exhibit 10.1

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

TABLE OF CONTENTS

Asset Purchase Agreement

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.

BACKGROUND

WHEREAS, the Seller is in the business (the “Business”) of provides technology-enabled paper absentee, mail ballot and online election services in the United States;

WHEREAS, the Seller owns all of the assets and properties used in connection with, necessary for, or used in the business and operations of the Business;

WHEREAS, the Parties desire to enter into this Agreement pursuant to which the Purchaser desires to purchase from the Seller, and the Seller desires to sell, assign and transfer to the Purchaser, the Assets (as defined below), and the Purchaser has agreed to assume the Assumed Liabilities (as defined below) and take assignment of the Assigned Permits (as defined below), subject to the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:

ARTICLE I. Purchase and Sale

Section 1.01 Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, on the Closing Date and as of the Effective Time, the Seller will grant, sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Seller, free and clear of all Liens, other than Permitted Liens, all of the Seller’s right, title and interest in and to the Business and the Assets, and the Purchaser will assume the Assumed Liabilities and take assignment of the Assigned Permits.

Section 1.02 Assets. The “Assets” means the following assets, properties and rights of the Seller, and other than the Excluded Assets:

Section 1.03 Excluded Assets. Notwithstanding anything to the contrary set forth in this Agreement, the Assets will not include the following assets properties and rights of the Seller or Parent (collectively, the “Excluded Assets”): (a) cash, cash equivalents and marketable securities; (b) Organizational Documents or minute and equity record books of the Seller or the Parent; (c) income tax returns and reports of the Seller or the Parent; (d) corporate seals, checkbooks and cancelled checks of the Seller or the Parent; (e) all rights, claims and causes of action relating to any Excluded Asset or Excluded Liability; (f) all equity interests of the Seller or the Parent and any of their respective Affiliates; (g) all refunds of any Tax that is an Excluded Liability; (h) all written communications, including emails, relating to the Excluded Assets, Excluded Liabilities and negotiations related to the Transactions; (i) all Retained Seller Benefit Plans and all Employment Agreements held by the Seller; (j) all rights of the Seller and Parent under this Agreement, and all other Transaction Documents; (k) all insurance policies of the Seller and Parent and all rights, claims or causes of action of the Seller and/or Parent arising under such insurance policies; (l) all rights of the Seller and/or Parent under contracts or agreements that are not Assumed Contracts; and (m) all Permits other than the Assigned Permits.

Section 1.04 Liabilities.

Section 1.05 Consideration; Additional Transactions.

Section 1.06 Payments and Actions as of the Closing.

Section 1.07 Employment Agreements; Directors. At the Closing, the Purchaser shall enter into (i) an employment agreement with John S. Matthews in the form as attached hereto as Exhibit D (the “Matthews Employment Agreement”), and (ii) an employment agreement with Kathryn Weisbeck in the form as attached hereto as Exhibit E (the “Weisbeck Employment Agreement”). At the Closing, John S. Matthews shall be named as a director of the Purchaser, and the Board of Directors of the Purchaser shall be comprised of John S. Matthews and no more than two other persons.

Section 1.08 NDA and IP Rights. At the Closing, the Purchaser and each director, officer, employee and consultant of the Company shall enter into a Non-disclosure, Non-solicitation and IP Rights Agreement in the form as attached hereto as Exhibit F (each, an “NDA and IP Rights Agreement”).

ARTICLE II. Representations and Warranties of the Seller

In order to induce the Purchaser and Easterly to enter into this Agreement and consummate the Transactions, the Seller and the Parent, jointly and severally, and except as set forth in the Seller Disclosure Schedules as delivered by the Seller and the Parent to the Purchaser and Easterly on the Effective Date (the “Disclosure Schedules”), represent and warrant to the Purchaser and Easterly as follows:

Section 2.01 Organization and Power of the Seller. The Seller is a corporation validly existing and in good standing under the laws of the State of Delaware. The Seller has all necessary power and authority to own, lease and operate its properties and conduct the Business as it is presently being conducted, to execute and deliver this Agreement and such other documents to be delivered hereunder (the “Transaction Documents”) to which the Seller is or will be a party and to consummate the Transactions and thereby (the “Transactions”) and to perform each of its obligations under the Transaction Documents. The Seller has heretofore made available to the Purchaser correct and complete copies of its Organizational Documents as currently in effect. Section 2.01 of the Disclosure Schedules sets forth each jurisdiction where the Seller is qualified or registered as a foreign company to transact business. The Seller is duly qualified or registered as a foreign company to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure of such qualification or registration would not reasonably be expected to be material to the Business.

Section 2.02 Due Authorization; Enforceability. The execution and delivery of this Agreement and each of the Transaction Documents by the Seller and the performance by the Seller of the obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action of such Seller’s board of directors. This Agreement and each of the Transaction Documents to which the Seller is a party constitutes, or will constitute, when executed and delivered, a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting the enforcement of creditors’ rights and remedies generally and the availability of specific performance or other equitable remedies.

Section 2.03 Capitalization. All of the shares of capital stock or other equity interests of the Seller (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are held of record by the Parent, and (c) were not issued or acquired by the Parent in violation of any Law, agreement or the preemptive rights of any Person. No shares of capital stock or other equity interests of the Seller are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the shares of capital stock or other equity interests of the Seller; (ii) there are no outstanding contracts or other agreements of the Seller or Parent, or any other Person, to purchase, redeem or otherwise acquire any shares of capital stock or other equity interests of the Seller, or securities or obligations of any kind convertible into any shares of capital stock or other equity interests of the Seller; (iii) there are no distributions which have accrued or been authorized but are unpaid on the shares of capital stock or other equity interests of the Seller; (iv) there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to the Seller; and (v) there are no voting agreements or other agreements relating to the management of the Seller. The Seller does not own, and has never owned, directly or indirectly, any capital stock or other equity interests in any other corporation, limited liability company, partnership, joint venture or any other entity.

Section 2.04 No Conflict; Consents. Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (a) conflict with or result in any breach of any provision of the organizational documents of the Seller, (b) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, (c) violate or conflict with, constitute a breach of or result in a default under, or give rise to any right of termination, cancellation, acceleration or loss of benefit under, any of the terms, conditions or provisions of any Assumed Contract or Assigned Permit, or (d) violate in any respect any Law, order, injunction or decree applicable to the Seller or any Assets.

Section 2.05 Compliance with Laws.

Section 2.06 Title to and Sufficiency of the Assets.

Section 2.07 Licenses and Permits. The Seller has all material licenses, permits, regulatory approvals and all other similar authority necessary for the conduct of the Business (“Permits”). Section 2.07 of the Disclosure Schedules lists all Permits held by the Seller. All such Permits are in full force and effect and the Seller is not in violation or default in any material respect under any of the Permits. No condition exists that, with notice or lapse of time or both, would constitute a default under, any such Permit. The Seller has taken all necessary action to maintain each Permit. No loss or expiration of any Permit is pending or, to the Knowledge of the Seller, threatened or reasonably foreseeable (other than expiration upon the end of any term).

Section 2.08 Financial Statements.

Section 2.09 No Undisclosed Liabilities. The Seller has no liability or obligation (whether absolute, accrued, contingent or otherwise) that is not fully reflected or reserved against in the latest Financial Statements, except liabilities and obligations that have been incurred since the date of the latest Financial Statements in the Ordinary Course consistent with past practice and which are not, individually or in the aggregate, material in amount. No Person has guaranteed any obligations of the Seller under any guarantee, letter of credit, bid bond, performance bond or other similar arrangement.

Section 2.10 Change in Business. Since December 31, 2021: (a) the Seller has conducted the Business in the Ordinary Course, preserved intact the goodwill and business organization of the Business, and preserved the relationships and goodwill of the Business with customers, distributors, suppliers, employees and others having business relations with the Business; (b) there has not been any Seller Material Adverse Effect; (c) there has been no material damage, destruction, loss or casualty to property or assets of the Seller (including the Assets), whether or not covered by insurance; (d) there has been no change in the accounting methods or practices of the Seller or any change in depreciation or amortization policies or rates theretofore adopted by the Seller; (e) the Seller has not made any Tax election or changed an existing Tax election; and (f) the Seller has not (i) sold or transferred any asset, other than finished goods sold in the Ordinary Course, (ii) granted, created, incurred or suffered to exist any Lien on any asset of the Seller, (iii) written off as uncollectible any guaranteed check, note or account receivable or portion thereof, except in the Ordinary Course, (iv) written down the value of any asset or investment on the books or records of the Seller, except for depreciation and amortization in the Ordinary Course or (v) canceled any debt or waived any claim or right.

Section 2.11 Litigation. There are no (and in the past five (5) years there has not been any) claims, actions, suits, proceedings or investigations pending or, to the Knowledge of the Seller, threatened before any Governmental Entity, brought by or against the Seller or any of its officers, directors, employees, agents or Affiliates involving, affecting or relating to the Assets, the Business, or the Transactions, nor, to Knowledge of the Seller, does there exist any fact which might reasonably be expected to give rise to any such suit, proceeding, dispute or investigation. None of the items set forth in Section 2.11 of the Disclosure Schedules, if any, finally determined adversely, is reasonably likely, individually or in the aggregate, to have a material effect upon the Business. Neither the Seller nor any of the Assets are subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity or arbitrator.

Section 2.12 Contracts

Section 2.13 Tax Returns and Payments; Tax Liens. The Seller (a) has duly and timely filed or caused to be filed all federal, state, local and foreign Tax Returns required to be filed by it (including all Tax Returns required to be filed with respect to the Assets or the Business), and all such Tax Returns are correct and complete in all material respects and were prepared in substantial compliance with all applicable laws and regulations; (b) has paid all Taxes shown to be due and payable on such Tax Returns and all Taxes otherwise payable with respect to the Assets or the Business to the extent due and payable; and (c) has properly accrued all Taxes relating to the Assets or the Business for periods subsequent to the periods covered by such Tax Returns. No deficiency in payment of any such Taxes for any period has been asserted by any Tax Authority and remains unsettled. There are no ongoing, pending or, to the Knowledge of the Seller, threatened in writing, Tax audits or examinations relating to the Assets or the Business. No claim has ever been made by a Tax Authority in a jurisdiction in which the Seller does not file Tax Returns that the Seller is or may be subject to taxation by that jurisdiction. All Taxes required to be withheld, collected or deposited by the Seller with respect to the Business have been timely withheld, collected or deposited and, to the extent required, have been paid to the relevant Tax Authorities. There are no Tax liens on any of the Assets, other than liens for current Taxes which are not yet due or payable. The Seller has not entered into any agreement, waiver or other arrangement providing for an extension of time with respect to the assessment or collection of any Tax relating to the Assets or the Business.

Section 2.14 No Broker or Finder. The Seller has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Section 2.15 Environmental.

Section 2.16 Intellectual Property.

Section 2.17 Employees; Employee Benefit Plans.

Section 2.18 Related Party Transactions. Other than as set forth herein, (a) no employee or Parent, (b) no Person with whom any such employee or Parent has any direct or indirect relation by blood, marriage or adoption or owns any beneficial interest, or (c) any Affiliate of any of the foregoing or any current or former Affiliate of the Seller has any interest in: (i) any contract, arrangement or understanding with, or relating to, the Seller, the Business, the Assets or the Assumed Liabilities, (ii) any loan, arrangement, understanding, agreement or contract for or relating to the Seller, the Business or the Assets or (iii) any property (real, personal or mixed), tangible or intangible, used or currently intended to be used by the Seller in the Business. There are no outstanding notes receivable or notes payable of the Seller owing by or to any shareholder, director, manager, officer, employee or Affiliate of the Seller, and any such notes formerly outstanding have been paid in full, settled by way of capital contribution in kind, cancelled or otherwise discharged prior to the Effective Date.

Section 2.19 Receivables; Payables. The Accounts Receivable as set forth in Section 1.02(e) of the Agreement Schedules (i) contains a schedule of all right, title and interest of the Seller in and to all accounts receivable (including amounts due from customers whether recorded as accounts receivable or reductions in accounts payable) and related deposits, security or collateral therefor, including recoverable customer deposits of the Seller, relating to the Business existing as of the Effective Date; (ii) sets forth as of the Effective Date, the amount owing and the aging of such receivable, the name of the party from whom such receivable is owing, and any security in favor of it for the repayment of such receivable which the Seller purports to have. All such Accounts Receivable (i) are valid, existing and collectible in a manner consistent with the Seller’s past practice without resort to legal proceedings or collection agencies, (ii) represent monies due for goods sold and delivered or services rendered in the Ordinary Course, and (iii) are not subject to any refunds or adjustments or any defenses, rights of set-off, assignment, restrictions, security interests or other encumbrances.

Section 2.20 Insurance Policies. Section Section 2.20 of the Disclosure Schedules sets forth a list of all policies of insurance owned or held by the Seller, specifying the insurer, the amount of and nature of coverage, the risk insured against, the deductible amount (if any), the annual premiums with respect thereto and the date through which coverage will continue by virtue of premiums already paid. Correct and complete copies of each of the insurance policies have been made available to the Purchaser. The Seller maintains insurance with reputable insurers for the Business and the Assets consistent with past practices and in types and amounts that are reasonable. All insurance policies and bonds with respect to the Business and Assets are in full force and effect and the Seller has not reached or exceeded policy limits for any insurance policy in effect at any time during the past five (5) years.

Section 2.21 Customer and Supplier Relations. Section 2.21 of the Disclosure Schedules contains a correct and complete list of the names and addresses of the Customers and Suppliers, and the amount of sales to each Customer or purchases from each such Supplier during the twelve (12) month period ended as of November 30, 2024. The Seller maintains good relations with each of its Customers and Suppliers and, to the Knowledge of the Seller, no event has occurred that could materially and adversely affect the Business’ relations with any Customer or Supplier. No Customer or Supplier has during the last twelve (12) months cancelled, terminated or, to the Knowledge of the Seller, made any threat to cancel or otherwise terminate any of its contracts with the Seller, to increase or decrease its usage or supply of the Business’ Services or Products, or to otherwise make any changes to the terms of its Contracts with the Seller that could be adverse to the Business. The Seller has no Knowledge to the effect that any current Customer or Supplier may terminate or materially alter its business relations with the Business, either as a result of the Transactions or otherwise.

Section 2.22 Warranties. The Seller does not make any express warranty or guaranty as to Products or Services (a “Warranty”), and there is no pending or, to the Knowledge of the Seller, threatened claim alleging any breach of any Warranty. The Seller has no exposure to, or liability under, any Warranty (a) beyond that which is typically assumed in the ordinary course of business by Persons engaged in businesses comparable in size and scope of the Seller, or (b) that would be material to the Business.

Section 2.23 Ethical Practices. None of the Seller, nor any of its Representatives or Affiliates, has offered or given, and the Seller has no Knowledge of any Person that has offered or given on its behalf, anything of value to: (a) any official of a Governmental Entity, any political party or official thereof or any candidate for political office; (b) any customer or member of any Governmental Entity; or (c) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer or member of any Governmental Entity or any candidate for political office for the purpose of the following: (i) influencing any action or decision of such Person, in such Person’s official capacity, including a decision to fail to perform such Person’s official function; (ii) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist the Seller in obtaining or retaining business for, with, or directing business to, any Person; or (iii) where such payment would constitute a bribe, kickback or illegal or improper payment to assist the Seller in obtaining or retaining business for, with, or directing business to, any Person.

ARTICLE III. Representations and Warranties of the Parent

In order to induce the Purchaser and Easterly to enter into this Agreement and consummate the Transactions, Parent represents and warrants to the Purchaser and Easterly as follows:

Section 3.01 Organization and Power of the Parent. The Parent is a corporation validly existing and in good standing under the laws of the State of Delaware. The Parent has all necessary power and authority to own, lease and operate its properties and conduct its business as it is presently being conducted, to execute and deliver this Agreement and the other Transaction Documents to which the Parent is or will be a party and to consummate the Transactions and to perform each of its obligations under the Transaction Documents. The Organizational Documents of the Parent are included in the reports as filed by the Parent with the SEC. The Parent is duly qualified or registered as a foreign company to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure of such qualification or registration would not reasonably be expected to be material to the operations of the Parent. Parent is the sole stockholder of the Seller.

Section 3.02 Due Authorization; Enforceability. The execution and delivery of this Agreement and each of the Transaction Documents by the Parent and the performance by the Parent of the obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action of such Parent’s board of directors. This Agreement and each of the Transaction Documents to which the Parent is a party constitutes, or will constitute, when executed and delivered, a valid and binding agreement of the Parent, enforceable against the Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting the enforcement of creditors’ rights and remedies generally and the availability of specific performance or other equitable remedies.

Section 3.03 No Conflict; Consents. The execution and delivery by the Parent of the Transaction Documents to which the Parent is a party and the consummation by the Parent of the Transactions do not and will not: (a) violate or result in a breach of any of the terms or provisions of any instrument, document or agreement to which the Parent is a party or by which the Parent is bound; (b) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal or foreign court or governmental authority applicable to the Parent; or (c) violate or conflict with any provision of the organizational or other governing documents of the Parent, in each case, in a manner that would be reasonably likely to prohibit, restrict or delay the performance of the Transactions by the Parent.

Section 3.04 No Broker or Finder. The Parent has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

ARTICLE IV. Representations and Warranties of GES Holding

In order to induce the Purchaser and Easterly to enter into this Agreement and consummate the Transactions, GES Holding represents and warrants to the Purchaser and Easterly as follows:

Section 4.01 Organization and Power of GES Holding. GES Holding is a limited liability company, validly existing and in good standing under the laws of the State of Delaware. GES Holding has all necessary power and authority to own, lease and operate its properties and conduct its business as it is presently being conducted, to execute and deliver this Agreement and the other Transaction Documents to which GES Holding is or will be a party and to consummate the Transactions and to perform each of its obligations under the Transaction Documents. GES Holding is duly qualified or registered as a foreign company to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure of such qualification or registration would not reasonably be expected to be material to the operations of GES Holding.

Section 4.02 Due Authorization; Enforceability. The execution and delivery of this Agreement and each of the Transaction Documents by GES Holding and the performance by GES Holding of the obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action of GES Holding’s manager. This Agreement and each of the Transaction Documents to which GES Holding is a party constitutes, or will constitute, when executed and delivered, a valid and binding agreement of GES Holding, enforceable against GES Holding in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting the enforcement of creditors’ rights and remedies generally and the availability of specific performance or other equitable remedies.

Section 4.03 No Conflict; Consents. The execution and delivery by GES Holding of the Transaction Documents to which GES Holding is a party and the consummation by GES Holding of the Transactions do not and will not: (a) violate or result in a breach of any of the terms or provisions of any instrument, document or agreement to which GES Holding is a party or by which GES Holding is bound; (b) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal or foreign court or governmental authority applicable to GES Holding; or (c) violate or conflict with any provision of the organizational or other governing documents of GES Holding, in each case, in a manner that would be reasonably likely to prohibit, restrict or delay the performance of the Transactions by GES Holding.

Section 4.04 Investment Representations.

Section 4.05 No Broker or Finder. GES Holding has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

ARTICLE V. Representations and Warranties of the Purchaser

In order to induce the Seller, Parent, GES Holding and Easterly to enter into this Agreement and consummate the Transactions, the Purchaser represents and warrants to the Seller, Parent, GES Holding and Easterly as follows:

Section 5.01 Organization and Power of the Purchaser. The Purchaser is a corporation validly existing and in good standing under the laws of the State of Delaware. The Purchaser has all necessary power and authority to own, lease and operate its properties and conduct its business as it is presently being conducted, to execute and deliver this Agreement and the other Transaction Documents to which the Purchaser is or will be a party and to consummate the Transactions and to perform each of its obligations under the Transaction Documents. The Purchaser has provided to the Seller and the Parent true and correct copies of the Organizational Documents of the Purchaser. The Purchaser is duly qualified or registered as a foreign company to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure of such qualification or registration would not reasonably be expected to be material to the operations of the Purchaser.

Section 5.02 Due Authorization; Enforceability. The execution and delivery of this Agreement and each of the Transaction Documents by the Purchaser and the performance by the Purchaser of the obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action of such Purchaser’s board of directors. This Agreement and each of the Transaction Documents to which the Purchaser is a party constitutes, or will constitute, when executed and delivered, a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting the enforcement of creditors’ rights and remedies generally and the availability of specific performance or other equitable remedies.

Section 5.03 No Conflict; Consents. The execution and delivery by the Purchaser of the Transaction Documents to which the Purchaser is a party and the consummation by the Purchaser of the Transactions do not and will not: (a) violate or result in a breach of any of the terms or provisions of any instrument, document or agreement to which the Purchaser is a party or by which the Purchaser is bound; (b) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal or foreign court or governmental authority applicable to the Purchaser; or (c) violate or conflict with any provision of the organizational or other governing documents of the Purchaser, in each case, in a manner that would be reasonably likely to prohibit, restrict or delay the performance of the Transactions by the Purchaser.

Section 5.04 Capitalization; Shares.

Section 5.05 No Broker or Finder. Purchaser has not engaged, and shall not have any liability for, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Section 5.06 Litigation and Claims. There is no litigation or proceeding, in law or in equity, pending or, to the Purchaser’s knowledge, threatened against the Purchaser or its officers or directors: (a) with respect to or affecting the Purchaser’s ability to perform its obligations hereunder, or (b) that are reasonably likely to prohibit, restrict or delay the performance of the Transactions by the Purchaser.

Section 5.07 Financial Capability. The Purchaser has sufficient funds to pay the Cash Consideration contemplated by this Agreement on the terms and conditions contemplated by this Agreement. The Purchaser is not insolvent, nor will the Purchaser be rendered insolvent by the consummation of the Transactions.

ARTICLE VI. Representations and Warranties of Easterly

In order to induce the Seller, Parent, GES Holding and Purchaser to enter into this Agreement and consummate the Transactions, Easterly represents and warrants to the Seller, Parent, GES Holding and Purchaser as follows:

Section 6.01 Organization and Power of Easterly. Easterly is a limited liability company, validly existing and in good standing under the laws of the State of Delaware. Easterly has all necessary power and authority to own, lease and operate its properties and conduct its business as it is presently being conducted, to execute and deliver this Agreement and the other Transaction Documents to which Easterly is or will be a party and to consummate the Transactions and to perform each of its obligations under the Transaction Documents. Easterly has provided to the Seller, Parent and Purchaser true and correct copies of the Organizational Documents of Easterly. Easterly is duly qualified or registered as a foreign company to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except where the failure of such qualification or registration would not reasonably be expected to be material to the operations of Easterly.

Section 6.02 Due Authorization; Enforceability. The execution and delivery of this Agreement and each of the Transaction Documents by Easterly and the performance by Easterly of the obligations hereunder and thereunder and the consummation of the Transactions have been duly and validly authorized by all necessary action of such Easterly’s members and managers. This Agreement and each of the Transaction Documents to which Easterly is a party constitutes, or will constitute, when executed and delivered, a valid and binding agreement of Easterly, enforceable against Easterly in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting the enforcement of creditors’ rights and remedies generally and the availability of specific performance or other equitable remedies.

Section 6.03 No Conflict; Consents. The execution and delivery by Easterly of the Transaction Documents to which Easterly is a party and the consummation by Easterly of the Transactions do not and will not: (a) violate or result in a breach of any of the terms or provisions of any instrument, document or agreement to which Easterly is a party or by which Easterly is bound; (b) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal or foreign court or governmental authority applicable to Easterly; or (c) violate or conflict with any provision of the organizational or other governing documents of Easterly, in each case, in a manner that would be reasonably likely to prohibit, restrict or delay the performance of the Transactions by Easterly.

Section 6.04 Investment Representations.

Section 6.05 No Broker or Finder. Easterly has not engaged, and shall not have any liability for, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transactions.

Section 6.06 Litigation and Claims. There is no litigation or proceeding, in law or in equity, pending or, to Easterly’s knowledge, threatened against Easterly or its officers or managers: (a) with respect to or affecting Easterly’s ability to perform its obligations hereunder, or (b) that are reasonably likely to prohibit, restrict or delay the performance of the Transactions by Easterly.

Section 6.07 Financial Capability. Easterly has sufficient funds to fulfill its obligations hereunder on the terms and conditions contemplated by this Agreement. Easterly is not insolvent, nor will Easterly be rendered insolvent by the consummation of the Transactions.

ARTICLE VII. Certain Covenants and Agreements

Section 7.01 Records. The Seller and the Purchaser hereby agree to preserve for a period of seven (7) years following the Closing, all records in their respective possession relating to any of the Assets, the Business or the Transactions. If any of the Parties hereto need access to such records in the possession of any other Party hereto for the preparation of federal and state tax returns, each such Party will allow representatives of each other Party access to such records for the purpose of obtaining information for use as aforesaid, and will permit such other Party to make extracts and copies thereof as may be reasonably necessary or convenient and, if required for such purpose, to have access to and possession of original documents. The Seller hereby agrees to preserve originals of all Purchased Records for a period of seven (7) years following the Closing. If the Purchaser desires access to the Purchased Records, the Seller will allow representatives of the Purchaser access to such Purchased Records and will permit representatives of the Purchaser to make extracts and copies thereof as may be reasonably necessary or convenient and, if required, to have access to and possession of original documents, in each case at the cost of the Purchaser.

Section 7.02 Vendors. Other than those included in the Assumed Liabilities, the Seller will remain liable for any vendor invoices subsequently received by the Seller or the Purchaser relating to the ownership and/or operation of any of the Assets prior to the Effective Time, and the Purchaser will have no liability whatsoever for any invoices from vendors relating to the ownership and/or operation of any of the Assets prior to the Effective Time.

Section 7.03 Tax Matters.

Section 7.04 Employees; Employee Benefit Plans.

Section 7.05 Further Action; Access to Records. Each of the Parties will take such actions, do all things necessary, and execute such documents, certificates, instruments and other papers as may be reasonably required or desirable to carry out the provisions hereof and consummate the Transactions.

Section 7.06 Public Announcements. The Purchaser and its Affiliates may issue press releases or otherwise make public statements with respect to this Agreement or the Transactions; provided, that such press releases and public statements do not contain the financial terms of this Agreement, and subject in each case to the prior written approval of the Parent, such approval not to be unreasonably withheld, conditioned or delated. No Party will make, and will cause their respective Affiliates and Representatives not to, issue press releases or otherwise make public statements with respect to this Agreement or the Transactions without the prior written consent of the other Parties, except as may required by applicable Laws, the rules and regulations of the SEC or any securities market or exchange on which the securities of the Parent are listed or available for trading. The foregoing will not restrict or prohibit any of the Parties from making any release or announcement required by applicable Law (in which case, the Party required to make the release or announcement will allow the other Parties hereto reasonable time to comment on or seek a protective order with respect to such release or announcement in advance of such issuance), and any Party or any Party’s Affiliates who is an investment fund may disclose in confidence the general terms of the transactions contemplated hereunder and this Agreement to its Affiliates and any current investor in such Party’s fund(s) in connection with fundraising, marketing, informational or reporting activities.

Section 7.07 Non-Assignable Contracts. The Seller will, during the remaining term of each Non- Assignable Contract, use commercially reasonable efforts to (a) obtain the consent of the applicable third party, (b) make the benefit of each such Non-Assignable Contracts available to the Purchaser following the Closing, and (c) enforce following the Closing, at the request of the Purchaser and at the expense and for the account of the Purchaser, any right of the Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to elect or terminate any such Non-Assignable Contract in accordance with the terms thereof). The Seller will not take any action or suffer any omission that would limit or restrict or terminate the benefits to the Purchaser of any such Non-Assignable Contract. With respect to any such Non- Assignable Contract as to which the necessary approval or consent for the assignment or transfer to the Purchaser is obtained following the Closing, the Seller will transfer such Non-Assignable Contract to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser and the Seller within three (3) Business Days following receipt of such approval or consent.

Section 7.08 Misdirected Payments. If the Seller or any of its Affiliates receives any payment related to the Business or any Asset after the Effective Time, the Seller agrees to promptly remit (or cause to be promptly remitted) such funds to the Purchaser. If the Purchaser or any Affiliate of the Purchaser receives any payment related to any Excluded Asset after the Effective Time, the Purchaser agrees to promptly remit (or cause to be promptly remitted) such funds to the Seller.

Section 7.09 Confidential Information. The Seller will hold in confidence at all times after the Closing all Confidential Information, and will not disclose, publish or make use of Confidential Information at any time after the Closing without the prior written consent of the Purchaser, except as may be required by applicable Laws, the rules and regulations of the SEC or any securities market or exchange on which the securities of the Parent are listed or available for trading.

Section 7.10 Name Change. Promptly following the Closing, the Seller shall (a) amend its organizational documents so as to delete reference to “Global Election Servies” and will file, as promptly as practicable, such documents as are necessary to reflect such name changes in the State of Delaware and each other jurisdiction where the Seller is qualified to do business as a foreign Person, including terminations or cancellations of any filings made in such jurisdictions with respect to the “Global Election Servies” d/b/a; and (b) immediately cease and discontinue any and all further use of the name “Global Election Servies”. From and after the Closing Date, the Seller will not adopt any name or d/b/a that is confusingly similar to, or a derivation of, “Global Election Servies”.

Section 7.11 Required Votes. As promptly as practicable after the Effective Date, Seller and Parent shall prepare such documents as required to obtain the approval and adoption of this Agreement, the Transaction Documents and the Transactions by (i) the stockholders of Parent (the “Parent Stockholders”) in accordance with Parent’s Organizational Documents and the DGCL; and (ii) by the Parent Stockholders holding a majority of the voting stock of the Parent not including John S. Matthews (each, a “Required Stockholder Approval”, and, collectively, the “Required Stockholder Approvals”), which approvals may be given in a meeting of the stockholders of the Parrent or via a written consent in lieu of a meeting.

ARTICLE VIII. Conditions to Closing; Closing

Section 8.01 Condition to the Obligations of the Parties. The obligations of all of the Parties to consummate the closing of the Transactions (the “Closing”) are subject to the satisfaction of all the following conditions on or before the Outside Closing Date (as defined below):

Section 8.02 Conditions to Obligations of Seller, Parent and GES Holding. The obligations of Seller, Parent and GES Holding to consummate the Closing is subject to the satisfaction, or the waiver at each such Party’s sole and absolute discretion, of all the following further conditions:

Section 8.03 Conditions to Obligations of Purchaser and Easterly. The obligations of Purchaser and Easterly to consummate the Closing is subject to the satisfaction, or the waiver at Purchaser’s and Easterly’s respective discretion, of all of the following further conditions:

Section 8.04 Closing. The closing of the Transactions (the “Closing”) will occur on the second Business Day following the satisfaction, or waiver by the Party for whom such condition to Closing exists, of the conditions to the Closing as set forth Section 8.01, Section 8.02 and Section 8.03, or such other date as may be agreed to by the Parties, each in their sole discretion (the “Closing Date”). The effective time of the Closing (the “Effective Time”) will be as of 12:01 a.m. Eastern Time on the Closing Date.

Section 8.05 Deliveries by the Seller, Parent and GES Holding. At the Closing, Seller, Parent and/or GES Holding, as applicable, will deliver or cause to be delivered to the Purchaser the following:

Section 8.06 Deliveries by the Purchaser and Easterly. At the Closing, the Purchaser and Easterly, as applicable, will deliver or cause to be delivered to the Seller, Parent, GES Holding and Easterly, as applicable, the following:

ARTICLE IX. TERMINATION

Section 9.01 Termination. This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time prior to the Closing as follows:

Section 9.02 Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 9.01 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 9.01 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void, and there shall be no liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, provided that any such termination shall not relieve any Party from any liabilities or damages with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party occurring prior to such termination, and the provisions of Article X shall survive such termination and shall remain applicable thereto as set forth in such Article X.

Section 9.03 Expenses. In the event the Closing does not occur, other than as specifically set forth herein, any out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Transaction Document and all other matters related to the consummation of this Agreement incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses.

ARTICLE X. Indemnification

Section 10.01 Indemnification.

Section 10.02 Indemnification Procedure

Section 10.03 Survival; Limits.

Section 10.04 Exclusive Remedy. The Parties agree that, excluding (a) any claim for injunctive or other equitable relief, or (b) any claim related to fraud, willful misconduct or bad faith by any Party in connection with the Transactions, in the event that the Closing occurs the indemnification provisions of this Article X are intended to provide the sole and exclusive remedy as to all claims either the Seller, Parent and GES Holding, on the one hand, or the Purchaser and Easterly, on the other hand, may incur arising from or relating to this Agreement.

Section 10.05 Adjustment to Consideration. Each of the Parties hereto agree to report any indemnification payments received pursuant to this Article X as an adjustment to the Cash Consideration for U.S. federal (and all applicable state and local) income tax purposes to the extent permitted by Law.

ARTICLE XI. Miscellaneous Provisions

Section 11.01 Construction. Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words “include,” “includes” and “including” do not limit the preceding terms or words and will be deemed to be followed by the words “without limitation”, (d) the term “or” has the inclusive meaning represented by the phrase “and/or”, (e) the terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (f) the terms “day” and “days” mean and refer to calendar day(s), (g) the terms “year” and “years” mean and refer to calendar year(s) and (h) the word “extent” in the phrase “to the extent” mean the degree to which a subject or other thing extends, and such phrase will not mean simply “if”. Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular Law (as hereinafter defined) means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time. All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. All accounting terms not specifically defined herein will be construed in accordance with GAAP. Unless otherwise set forth herein, the settlement of all payments hereunder will be made in Dollars. Where the term “made available” is used in this Agreement, it means, with respect to any document or information, that the same has been made available or otherwise accessible to Purchaser or Easterly by means of the virtual data room established by the Seller not less than three (3) Business Days prior to the date of this Agreement. The headings in this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions

Section 11.02 Entire Agreement; Amendment; Waiver. This Agreement and the Transaction Documents constitute the entire agreement between the Parties pertaining to the subject matter contained herein and supersede all prior agreements, representations and understandings, both written and oral, of the Parties and the rights and remedies of the Parties with respect to the subject matter of this Agreement will be governed by the express terms hereof. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by all of the Parties. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the Party making the waiver. This Agreement will be binding on and will inure to the benefit of the Parties and their respective permitted legal representatives, heirs, permitted successors and permitted assigns.

Section 11.03 Third Party Beneficiaries. Other than as specifically set forth herein, including in Article X, neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced by any Person not a signatory hereto and there are no third-party beneficiaries hereof.

Section 11.04 Investigation by Parties. No investigations made by or on behalf of any Party or any of their respective authorized agents at any time will have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by any other Party in or pursuant to this Agreement.

Section 11.05 Counterparts; Copies. This Agreement and any amendments hereto may be executed by the Parties in several counterparts, all of which together will constitute one agreement binding on all Parties, notwithstanding that all Parties may not have signed the same counterpart. This Agreement and any amendments thereto may be executed by the Parties in several copies each of which will be deemed an original and it will not be necessary, when making proof of this Agreement, to account for or produce more than one original of such copies. Any signature delivered by a Party by facsimile or PDF transmission will be deemed to be an original signature thereto.

Section 11.06 Expenses. Except as otherwise specifically set forth herein, each Party shall be responsible for its own costs, fees and expenses regarding this Agreement or the Transactions, including all of the fees and expenses incurred by such Party in connection with the preparation, execution and delivery of this Agreement and all of such Party’s legal, accounting and other professional fees.

Section 11.07 Notices. All notices hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if email with return receipt requested, on the date that transmission is confirmed electronically; or (c) one Business Day after deposit with a nationally recognized overnight delivery service for next day delivery. Notices shall be addressed to the respective Parties as follows, or to such other address as a Party shall specify to the others in accordance with these notice provisions:

If to the Purchaser or Easterly, to:

GES Acquisition Corp.

Attn: Darrell Crate 138 Conant Street

Beverly, MA 01915

With a copy, which shall not constitute notice, to:

King & Spalding LLP

1185 Avenue of the Americas

New York, NY 10019

Attention: Kevin E. Manz, Esq.

Email: kmanz@kslaw.com

If to any of Seller, Parent or GES Holding, to:

Global Arena Holding, Inc.

Attn: John S. Matthews

1159 2nd Avenue, Ste 454

New York New York 10065

Email: john@voteges.com

With a copy, which shall not constitute notice, to:

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis

1700 Palm Beach Lakes Blvd., Suite 820

West Palm Beach, FL 33401

Email: JCacomanolis@alclaw.com

Section 11.08 Governing Law; Consent to Jurisdiction; Dispute Resolution

Section 11.09 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.09. EACH OF THE PARTIES ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED IN CONNECTION WITH THE SIGNING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED BY THE RESPECTIVE PARTY AND THAT SUCH PARTY HAS DISCUSSED THE LEGAL CONSEQUENCES AND IMPORT OF THIS WAIVER WITH LEGAL COUNSEL. EACH OF THE PARTIES FURTHER ACKNOWLEDGE THAT EACH HAS READ AND UNDERSTANDS THE MEANING OF THIS WAIVER AND GRANTS THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF THE CONSEQUENCES OF THIS WAIVER WITH LEGAL COUNSEL.

Section 11.10 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the Transactions are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

Section 11.11 No Consequential Damages. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN FOR SPECIAL, GENERAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITY, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Section 11.12 Exhibits. All exhibits, schedules and attachments to this Agreement and all exhibits, schedules and attachments thereto are hereby incorporated by reference into this Agreement and hereby made a part hereof (whether or not physically attached hereto or thereto).

Section 11.13 Assignment. No Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Parties hereto, whether by operation of law or otherwise, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. This Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and permitted assigns, and any reference to a Party will also be a reference to the permitted successors and permitted assigns thereof.

Section 11.14 Severability. If any provision of this Agreement is capable of two constructions, only one of which would render the provision valid, legal and enforceable, the provision will have the meaning which so renders it valid, legal and enforceable. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is determined to be invalid, unenforceable or illegal under present or future laws, such determination will not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, all of which will remain in full force and effect. If any provision of this Agreement is deemed invalid, illegal or unenforceable, the Parties hereby agree to submit to as similar a provision as possible that is valid, legal and enforceable.

Section 11.15 No Recourse. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, subsidiary, affiliate, controlling party, entity under common control, ownership or management, vendor, service provider, agent, attorney or representative of the Purchaser or any of the Purchaser’s Affiliates will have any liability for (a) any obligations or liabilities of the Purchaser relating to or arising from this Agreement or (b) any claim against the Purchaser based on, in respect of, or by reason of, the Transactions. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, subsidiary, affiliate, entity under common control, ownership or management, vendor, service provider, agent, attorney or representative of the Seller, Parent or GES Holding or any of the their respective Affiliates will have any liability for (x) any obligations or liabilities of Seller, Parent or GES Holding relating to or arising from this Agreement or (y) any claim against the Seller, Parent or GES Holding based on, in respect of, or by reason of, the Transactions.

Section 11.16 Drafting. The Parties acknowledge and confirm that they and/or their respective attorneys have participated jointly in the review and revision of this Agreement and that it has not been written solely by any one Party or counsel for any one Party. The Parties therefore stipulate and agree that the rule of construction to the effect that any ambiguities are to be or may be resolved against the drafting Party will not be employed in the interpretation of this Agreement to favor any Party against another.

Section 11.17 Survival. The provisions of this Article XI shall survive any expiration or termination of this Agreement for a period of two years following such termination. The provisions of this Article XI shall survive the Closing for a period of two years following the Closing.

[signatures follow on next page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date.

Exhibit A

Defined Terms

Definitions. The following terms, as used herein, have the following meanings:

Exhibit B

Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock

(Attached)

Certificate of Designations of Preferences and Rights of

Series A Convertible Preferred Stock

OF

GES Acquisition Corp.

a Delaware corporation

Pursuant to Section 151 of the General Corporation Law of the State of Delaware, the undersigned Chief Executive Officer of GES Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby file this Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (this “Certificate of Designations”) and DOES HEREBY CERTIFY that pursuant to the authority contained in the Corporation’s Certificate of Incorporation, and pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the provisions of the resolution creating a series of the class of the Corporation’s authorized Preferred Stock designated as Series A Convertible Preferred Stock, as follows:

FIRST: The Certificate of Incorporation of the Corporation authorizes the issuance by the Corporation of 20,000,000 shares of common stock, $0.00001 par value per share (the “Common Stock”) and 6,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”), and, further, authorizes the Board of Directors of the Corporation, to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation law.

SECOND: By unanimous written consent of the Board of Directors of the Corporation dated [____], 2025, the Board of Directors designated 6,000,000 shares of the Preferred Stock as Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series A Stock”), pursuant to a resolution providing that a series of preferred stock of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

Section 1. Powers and Rights of Series A Convertible Preferred Stock. There is hereby designated a class of Preferred Stock of the Corporation as the Series A Convertible Preferred Stock, par value $0.00001 per share of the Corporation (the “Series A Stock”). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series A Stock shall be as set forth in this Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (this “Certificate of Designations”). For purposes herein, a holder of share(s) of Series A Stock shall be referred to as a “Series A Holder.”

Section 2. Number and State Value. The number of authorized shares of the Series A Stock is 6,000,000 shares. Each Share of Series A Stock shall have a stated value of $0.9375 (the “Stated Value”).

Section 3. Interest, Liquidation Preference, Other Dividends.

(a) Each share of Series A Stock shall accrue an annual rate of return on the Stated Value at the initial rate of 10% per year, simple interest (the “Preferred Return”) with the Preferred Return for any fractional year being appropriately pro-rated. The Preferred Return shall accrue on each share of Series A Stock from the date of its issuance, but shall only be payable or otherwise settled as set forth herein.

(b) For purposes herein:

(c) Unless otherwise elected by the Requisite Holders prior to the applicable Liquidation Event, upon any Liquidation Event each issued and outstanding share of Series A Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series A Stock with respect to the distribution of assets upon such Liquidation Event, a liquidation preference equal to the Stated Value plus the then-accrued and unpaid Preferred Return, before any distribution of assets is made to holders of shares of common stock, par value $0.00001 per share, of the Corporation (the “Common Stock”) or any other class or series of capital stock of the Corporation that it may issue that ranks junior to the Series A Stock as to liquidation rights (the “Series A Liquidation Preference”). All such payments of the Series A Liquidation Preference shall be apportioned pro rata between all of the shares of Series A Stock issued and outstanding as of the record date for such payment or other distribution based on the relative Series A Liquidation Preference applicable to each share of Series A Stock as of such date.

(d) If, upon such Liquidation Event and after the payment of preferential amounts required to be paid to holders of any series of Preferred Stock having a ranking upon liquidation senior to the Series A Stock, the assets of the Corporation available for distribution to the stockholders of the Corporation are insufficient to provide for both the payment of the full Series A Liquidation Preference and the preferential amounts (if any) required to be paid to holders of any other series of Preferred Stock having a ranking upon liquidation pari passu with the Series A Stock, such assets as are so available shall be distributed among the Series A Holders (with respect to their Series A Stock) and the holders of any other series of Preferred Stock having a ranking upon liquidation pari passu with the Series A Stock in proportion to the relative aggregate preferential amount each such holder is otherwise entitled to receive.

(e) After payment of the full amount of the Series A Liquidation Preference, the Series A Stock will participate in any additional payments made on the Common Stock on an as- converted-to-Common-Stock basis, but without such conversion being required.

(f) No dividends or distributions on shares of Series A Stock shall be authorized by the Board of Directors of the Corporation (“Board”), or paid or set apart for payment by the Corporation at any time when the terms and provisions of any agreement of the Corporation, including any agreement relating to any indebtedness of the Corporation prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law or rules of any securities exchange or trading market on which the securities of the Corporation are listed or traded.

Section 4. Conversion.

(a) Definitions. For purposes herein:

(b) Optional Conversion at the Election of a Series A Holder.

(c) Automatic Conversion at Initial Public Offering. Upon the consummation of the Initial Public Offering, all of the Series A Stock then issued and outstanding shall, automatically and without any action of any Series A Holder, shall be automatically converted into a number of fully paid and non-assessable Conversion Shares (the “IPO Automatic Conversion”), at the then-applicable Conversion Rate.

(d) Automatic Conversion at Election of Requisite Holders. Upon the written election of the Requisite Holders, made and delivered to the Corporation, all of the Series A Stock then issued and outstanding shall, automatically and without any further action of any Series A Holder, shall be automatically converted into a number of fully paid and non-assessable Conversion Shares (the “Elective Automatic Conversion”), at the then-applicable Conversion Rate.

(e) Adjustments and Additional Provisions.

(f) Principal Market Regulation. The Corporation shall not issue any shares of Common Stock upon conversion of any Series A Stock or otherwise pursuant to the terms of this Certificate of Designations if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Corporation may issue upon conversion of the Series A Stock or otherwise pursuant to the terms of this Certificate of Designations without breaching the Corporation’s obligations under the rules or regulations of the NASDAQ Stock Market, LLC, the New York Stock Exchange or any other securities exchange on which the Common Stock is then listed for trading (the “Principal Market”) (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Corporation (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount (the “Shareholder Approval”) or (B) obtains a written opinion from outside counsel to the Holder or the Corporation that such approval is not required. Until such approval or such written opinion is obtained, no Series A Holder shall be issued in the aggregate, upon conversion of any Series A Stock or otherwise pursuant to the terms of this Certificate of Designations, shares of Common Stock in an amount greater than the Exchange Cap. In the event that any Series A Holder shall sell or otherwise transfer any of such Series A Holder’s Series A Stock, the transferee shall be allocated a pro rata portion of such Series A Holder’s Exchange Cap allocation with respect to such portion of such Series A Stock so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap so allocated to such transferee.

Section 5. Elective Redemption.

(a) Subject to the terms and conditions herein, unless otherwise prohibited by applicable law, at any time commencing 7 years after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware, upon the written election of the Requisite Holders, made and delivered to the Corporation, all of the Series A Stock then issued and outstanding shall be redeemed by the Corporation at a redemption price per applicable share of Series A Stock equal to the then applicable Series A Liquidation Preference (an “Elective Redemption”).

(b) The Requisite Holders shall provide notice of the Elective Redemption determination to the Corporation, and the Corporation shall thereafter notify all Series A Holders of such election and each Series A Holder shall have the right to elect not to participate in the Elective Redemption by so notifying the Corporation within 10 Business Days of receipt of the notice from the Corporation.

(c) On the 15^th Business Day following the receipt of the notice of the Elective Redemption determination from the Requisite Holders, the Elective Redemption shall be completed with respect to all Series A Holders who have not elected not to participate in the Elective Redemption pursuant to the provisions of Section 5(b), and at such time the Corporation shall deliver to the applicable Series A Holder(s) valid funds in the amount of the total redemption price as calculated in good faith by the Corporation.

(d) Each Series A Holder agrees to execute and deliver to the Corporation such instruments and documents, and to take such actions, as reasonably required to consummate an Elective Redemption.

Section 6. Series A Directors.

(a) Subject to the terms and conditions herein, for as long as any shares of Series A Stock are issued and outstanding, the Series A Holders shall be entitled to designate, from time to time, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of the Series A Holders and with each share of Series A Stock having one vote on such matter, [______________] directors to serve on the Board of Directors (the “Board”) of the Corporation (each, a “Series A Director”). Any Series A Director may be designated, removed or replaced, at any time and from time to time, for any reason or no reason, solely by a majority vote of the Series A Holders as set forth above. In the event of any vacancy on the Board as a result of the death, disability, resignation or removal of any Series A Director, then the Series A Holders shall be entitled to designate a replacement Series A Director.

(b) Without first obtaining the affirmative vote or written consent of the Series A Holders, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of the Series A Holders and with the share of Series A Stock having one vote on such matter, none of the Corporation, the Board or the stockholders of the Corporation shall take any action to increase the size of Board to a number in excess of [_______] persons, or to decrease the size of the Board to a number below [_______]persons, and any such action taken without such prior consent shall be void ab initio and of no force or effect.

(c) For as long as any Series A Director is serving on the Board, the Corporation shall not, without the consent of at least one Series A Director:

(d) For as long as any Series A Director is serving on the Board, the Corporation shall cause each committee of the Board, including without limitation, any nominating committee and any audit committee, to include at least one Series A Director, in each case unless such Series A Director serving on such committee would result in a breach of any applicable law or any rule or regulation of the SEC or any Principal Market.

(e) Notwithstanding anything to the contrary herein, the Series A Holders shall not have the right to nominate or name any person as a Series A Director if such person:

Section 7. Vote and Approval Rights.

(a) Other than as required by applicable law or as set forth in Section 7(b) or Section 7(c), the Series A Stock vote with the Common Stock as one class and on an as-converted-to- Common Stock basis, but without such conversion being required, on any matter submitted to the holders of the Common Stock as a vote.

(b) The Series A Stock shall not have any right or power to vote on any matter submitted solely to the holders of other classes or series of Preferred Stock for a vote.

(c) For as long as there are more than 1,500,000 shares of Series A Stock issued and outstanding, without the prior written consent of Series A Holders holding a majority of the Series A Stock then issued and outstanding, in which vote each share of Series A Stock then issued and outstanding shall have one vote, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Series A Holders, the Corporation may not, and shall not, undertake any of the following actions, and any such actions or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect:

Section 8. Participation.

(a) The Series A Stock shall participate in any dividends, distributions or payments to or on the Common Stock on an as-converted-to-Common-Stock basis, but without such conversion being required.

(b) The Series A Stock shall not participate in any dividends, distributions or payments to or on any other classes or series of Preferred Stock of the Corporation (other than as may be made on an as-converted-to-Common-Stock basis for such other classes or series of Preferred Stock of the Corporation).

Section 9. Transfers. The shares of Series A Stock and any Conversion Shares may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Securities Act; or (ii) the Corporation or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the applicable Series A Holder who agrees to sell or otherwise transfer the shares only in accordance with this section and who is an accredited investor (as defined in Rule 501 under Regulation D promulgated pursuant to the Securities Act) or (v) such shares are sold to a non-U.S. person pursuant to Regulation S under the Securities Act. Any restrictive legend on certificates representing the shares of Series A Stock or the shares of Common Stock issuable upon conversion of the Series A Stock shall be removed and the Corporation shall issue to the applicable Series A Holder a new certificate therefore free of any transfer legend if the Corporation or its transfer agent shall have received an opinion of counsel from applicable Series A Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such shares of Series A Stock or Common Stock may be made without registration under the Securities Act, which opinion shall be accepted by the Corporation so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of the Series A Stock such security is registered for sale by the applicable Series A Holder under an effective registration statement filed under the Securities Act; or otherwise may be sold pursuant to an exemption from registration.

Section 10. Miscellaneous.

(a) Legend. Any certificates representing the Series A Stock shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

(b) Certificates. The shares of Series A Stock shall not be required to be certificated, and shall only be certificated if decided by the Corporation in its sole discretion. If any certificate for the Series A Stock held by the Series A Holder thereof shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the share of Series A Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Corporation.

(c) No Registration Rights. The Series A Holders shall not have the right to require the Corporation to register any shares of Series A Stock for sale pursuant to the securities laws of the United States.

(d) Interpretation. If a Series A Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designations, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(e) Waiver. Any waiver by the Corporation or the Series A Holder of a breach of any provision of this Certificate of Designations shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designations. The failure of the Corporation or the Series A Holder to insist upon strict adherence to any term of this Certificate of Designations on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designations. Any waiver must be in writing.

(f) Severability. If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of Designations shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.

IN WITNESS WHEREOF, GES Acquisition Corp. has caused this Certificate of Designations to be signed by a duly authorized officer on this [_____] day of [_________], 2025.

EXHIBIT A

GES Acquisition Corp.

CONVERSION NOTICE

Reference is made to the Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of GES Acquisition Corp. (the “Corporation”) dated as of [___], 2025, designating the rights and preferences of the Series A Convertible Preferred Stock of the Corporation (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock,

$0.00001 par value per share (the “Series A Stock”), of the Corporation indicated below into shares of common stock, $0.00001 par value per share (the “Common Stock”), of the Corporation, as of the date specified below.

Date of Conversion: _________________________________________________________________________

Number of shares of Series A Stock to be converted: ________________________________________________

Tax ID Number (If applicable): _________________________________________________________________

Please issue the shares of Common Stock into which the Series A Stock are being converted in the following name and to the following address:

Account Number (if electronic book entry transfer): _________________________________________________

Transaction Code Number (if electronic book entry transfer): __________________________________________

Exhibit C

Credit Agreement

(Attached)

Credit Facility Agreement

By and Among

GES Acquisition Corp.

as Borrower

and

EASTERLY CV VI LLC

as Lender

Table of Contents

Credit Facility Agreement

Dated as of [___________], 2025

This Credit Facility Agreement (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is executed by and among (i) GES Acquisition Corp., a Delaware corporation, as borrower (the “Borrower”); and (ii) Easterly CV VI LLC, a Delaware limited liability company, as lender (the “Lender”). Each of Borrower and Lender may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Borrower has requested that Lender extend a credit facility to Borrower of up to two million, two hundred thousand and No/100 United States Dollars ($2,200,000.00), to provide working capital for the Borrower for general working capital uses, and for such purposes, Lender is willing to make certain loans and extensions of credit available to Borrower of up to such amount and upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the Parties hereby agree as follows:

ARTICLE I. Definitions and Interpretation

Section 1.01 Defined Terms. In addition to the other terms defined herein, for the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.

Section 1.02 Accounting Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements to be furnished to Lender pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements of Borrower on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements required to be furnished to Lender hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the Parties agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such changes to the end that the criteria for evaluating the financial condition and performance of Borrower will be the same after such changes as they were before such changes; and if the Parties fail to agree on the amendment of such provisions, Borrower will furnish financial statements in accordance with such changes but shall provide calculations for all financial covenants, perform all financial covenants and otherwise observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by Borrower’s accountants.

Section 1.03 Other Terms Defined in UCC. All other words and phrases used herein and not otherwise specifically defined shall have the respective meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein.

Section 1.04 Other Definitional Provisions; Construction. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.04 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

ARTICLE II. LOAN FACILITY

Section 2.01 Loan.

Section 2.02 Note Evidencing Loans. The Loans shall be evidenced by the Note (together with any and all renewal, extension, modification or replacement notes executed by Borrower and delivered to Lender and given in substitution therefor) duly executed by Borrower and payable to the order of Lender. At the time of the initial disbursement of a Loan and at each time an additional Loan shall be requested hereunder or a repayment made in whole or in part thereon, an appropriate notation thereof shall be made on the books and records of Lender. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of: (i) the principal amount of the Loans advanced hereunder; (ii) any unpaid interest owing on the Loans; and (iii) all amounts repaid on the Loans. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise adversely affect the obligations of Borrower under the Note to repay the principal amount of the Loans, together with all other Obligations.

Section 2.03 Loan Interest and Payments.