COMMON STOCK PURCHASE WARRANT NetBrands Corp. F.K.A. Global Diversified Marketing Group Inc. (Trading Symbol: NBND)Common Stock Purchase Warrant • March 29th, 2024 • NetBrands Corp. • Bakery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spencer Clarke LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on five years after the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NetBrands Corp. F.K.A. Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”), (Trading Symbol: NBND), 814,285 Warrants of the shares of Common Stock (or Membership Interests as relevant) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant Value shall be equal to the Warrant Shares on the Initial Exercise Date multiplied by t
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2023 • NetBrands Corp. • Bakery products • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 6, 2023, by and between NETBRANDS CORP., a Delaware corporation, with its address at 4042 Austin Boulevard, Suite B, Island Park, New York 11558 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 8th, 2021 • Global Diversified Marketing Group Inc. • Bakery products • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 2, 2021 (the “Execution Date”), by and between Global Diversified Marketing Group Inc, a Delaware corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT GLOBAL DIVERSIFIED MARKETING GROUP INC.Global Diversified Marketing Group Inc. • December 8th, 2022 • Bakery products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spencer Clarke LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on five years after the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GLOBAL DIVERSIFIED MARKETING GROUP INC., a Delaware corporation (the “Company”), up to 310,715 shares of Common Stock (or Membership Interests as relevant) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant Value shall be equal to the Warrant Shares on the Initial Exercise Date multiplied by the Exercise Price on the Initial Exercise Date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Global Diversified Marketing Group Inc. • Bakery products • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021 (the “Execution Date”), is entered into by and between Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”), and Williamsburg Venture Holdings LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 6th, 2022 • Global Diversified Marketing Group Inc. • Bakery products • New York
THIS ASSET PURCHASE AGREEMENT, dated as of August 31, 2022 (this “Agreement”), by and between InPlay Capital Inc., a Delaware corporation (the “Seller”), and Global Diversified Marketing Group Inc., a Delaware corporation (the “Purchaser”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 29th, 2024 • NetBrands Corp. • Bakery products • Delaware
This STOCK PLEDGE AGREEMENT, dated as of March 22, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Paul Adler, a New York resident (the “Pledgor”), in favor of Cove Funding LP, a Delaware limited partnership (the “Secured Party”).
Spencer Clarke Investment Banking MEMBER FINRA • SIPC Miami Beach, Florida 33154Letter Agreement • December 8th, 2022 • Global Diversified Marketing Group Inc. • Bakery products • Florida
This letter agreement (“Agreement”) confirms our understanding that Global Diversified Marketing Group Inc., a Delaware corporation, its surviving entities, common interest entities, affiliates, and subsidiaries, (the “Company”) hereby engages Spencer Clarke LLC (SC) (together with its affiliates and subsidiaries, “Spencer Clarke”, “SC” or the “Placement Agent”) to act as the Company’s “exclusive” placement agent in connection with any capital/debt raise, securities offering, warrant exercise (“Financing(s)”) and for any sale , joint venture, merger, acquisition, or similar transaction with the Company and/or any special purpose subsidiary or affiliate of the Company created specifically for the purpose of consummating such a transaction (“Transaction(s)”. Each of SC and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
ContractAgreement • February 19th, 2019 • Global Diversified Marketing Group Inc. • Blank checks
AGREEMENT setting forth the terms and conditions upon which TIBER CREEK CORPORATION (“Tiber Creek”) is engaged by GLOBAL DIVERSIFIED HOLDINGS, INC., together with any successors (collectively “Global Holdings”) to effect transactions (“the Transactions”) intended to combine Global Holdings with a United States reporting company (“the Reporting Company”) and for related matters.
ContractAgreement and Plan of Reorganization • December 3rd, 2018 • Global Diversified Marketing Group Inc. • Blank checks • Delaware
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among GLOBAL DIVERSIFIED MARKETING GROUP, INC., a Delaware corporation ("Global"), GLOBAL DIVERSIFIED HOLDINGS, INC. a New York corporation (“GDHI”) and the person listed in Exhibit A hereof (collectively the "Shareholder"), being the owner of record of all of the issued and outstanding stock of GDHI.
SECURITIES PURCHASE AGREEMENT1Securities Purchase • March 29th, 2024 • NetBrands Corp. • Bakery products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2024, is by and among NetBrands Corp. f/k/a Global Diversified Marketing Group Inc., a Delaware corporation with offices located at 4042 Austin Boulevard, Suite B Island Park, New York 11558 (the “Company”), Paul Adler, a New York resident (“Adler”; each of the Company and Adler, a “Company Party” and, collectively, the “Company Parties”), and Cove Funding LP, a Delaware limited partnership (the “Purchaser”).
COVE FUNDING LP SECURITY AGREEMENT SECURITY AGREEMENTSecurity Agreement • March 29th, 2024 • NetBrands Corp. • Bakery products • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of March 22, 2024 (the “Effective Date”), by and among NetBrands Corp. f/k/a Global Diversified Marketing Group Inc., a Delaware corporation (the “Borrower, Borrower Party or Borrower Parties”) and Cove Funding LP, a Delaware limited partnership (the “Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain securities purchase agreement by and between Borrower and the Secured Party of even date (the “Securities Purchase Agreement”) and Note (as defined below), as applicable.
