SERIES 3 COMMON STOCK PURCHASE WARRANT Warrant No.: Series 3; Certificate No.: 1 To Purchase 35,000,000 Shares of Common Stock of Global Diversified Industries, Inc.Global Diversified Industries Inc • August 12th, 2008 • General bldg contractors - residential bldgs
THIS SERIES 3 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vicis Capital Master Fund (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 the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Global Diversified Industries, Inc., a Delaware corporation (the “Company”), up to 35,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). 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).
SERIES 3 COMMON STOCK PURCHASE WARRANT Warrant No.: Series 3; Certificate No.: 2 To Purchase 26,950,000 Shares of Common Stock of Global Diversified Industries, Inc.Global Diversified Industries Inc • August 12th, 2008 • General bldg contractors - residential bldgs
THIS SERIES 3 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, REBECCA MANANDIC (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 the close of business on the seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Global Diversified Industries, Inc., a Delaware corporation (the “Company”), up to 26,950,000 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2008, among Global Diversified Industries, Inc., a Nevada corporation (the “Company”), and each securityholder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 12th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2008 among Global Diversified Industries, Inc., a Nevada corporation (the “Company”), Phillip O. Hamilton, an individual (the “Shareholder”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED SECURITY AGREEMENTAnd Restated Security Agreement • August 12th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated June 26, 2008 (this “Agreement”), among Global Diversified Industries, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”), Babirak Carr, P.C., solely as administrative agent (the “Administrative Agent”), the holder or holders of the Company’s Series B Convertible Preferred Stock, par value $.001 (the “Series B Preferred Stock”), signatory hereto, their endorsees, transferees and assigns (the “Series B Holders”), and the holder or holders of the Company’s Series C Convertible Preferred Stock, par value $.001 (the “Series C Preferred Stock”), signatory hereto, their endorsees, transferees and assigns (the “Series C Holders”) (the Series B Holders and the Series C Holders are collectively referred to as, the “Secured Parties”).
GUARANTEE FEE, INDEMNIFICATION, AND SECURITY AGREEMENTIndemnification, and Security Agreement • August 12th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • California
This GUARANTEE FEE AND INDEMNIFICATION AGREEMENT (as amended from time to time, this "Agreement"), dated as of July __, 2008, is made and entered into by and between GLOBAL DIVERSIFIED INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Nevada (the "GDIV"), GLOBAL MODULAR, INC., a corporation organized and existing under the laws of the State of Nevada (“GMI”), LUTREX ENTERPRISES, INC., a corporation organized and existing under the laws of the State of California (individually, “LUTREX”, and collectively with GDIV and GMI, the “Companies”), and REBECCA MANANDIC, an individual, and JOSEPH SALMERI, an individual (individually, a “Guarantor” and collectively, the “Guarantors”).
