SUBSIDIARY GUARANTEESubsidiary Guarantee • February 28th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
SUBSIDIARY GUARANTEE, dated as of February 22, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Global Diversified Industries, Inc., a Nevada corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 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”).
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”).
SERIES BD-5 COMMON STOCK PURCHASE WARRANTSecurity Agreement • August 12th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
THIS SERIES BD-5 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC, a Florida limited liability company (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 3,500,000 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).
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”).
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.Security Agreement • August 12th, 2008 • Global Diversified Industries Inc • 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This Registration Rights Agreement is made and entered into as of (as amended, modified or supplemented from time to time, this “Agreement”) by and between 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”).
SERIES COMMON STOCK PURCHASE WARRANT Warrant No.: Series To Purchase Shares of Common Stock of Global Diversified Industries, Inc.Securities Agreement • May 10th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
THIS SERIES COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 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).
SECURITIES PURCHASE AGREEMENT By and Among GLOBAL DIVERSIFIED INDUSTRIES, INC., PHILLIP HAMILTON and VICIS CAPITAL MASTER FUND DATED MARCH 29, 2010Securities Purchase Agreement • May 28th, 2010 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated March 29, 2010, is made by and among GLOBAL DIVERSIFIED INDUSTRIES, INC., a Nevada corporation (the “Company”), Phillip Hamilton, an individual residing at 471 N. Gurr Road, Merced, CA 95340 (the "Shareholder"), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
SERIES 4 COMMON STOCK PURCHASE WARRANT Warrant No.: Series 4; Certificate No.: 1 To Purchase 68,168,164 Shares of Common Stock of Global Diversified Industries, Inc.Security Agreement • February 9th, 2009 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
THIS SERIES 4 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Debt Opportunity Fund, LLLP (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 68,168,164 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The number of Warrant Shares obtainable by the Holder under this Warrant shall be limited to 68,168,164 Warrant Shares multiplied by the quotient of (i) the original principal amount of the aggregate Advances, as that term is defined in that certain Senior Secured Promissory Note of even
Exhibit No. 2 Agreement and Plan of Exchange between Global Foods Online, Inc. and Majestic Modular Buildings, Ltd. AGREEMENT AND PLAN OF EXCHANGE This Agreement and Plan of Exchange ("Agreement") between Global Foods Online, Inc., a Nevada...Agreement and Plan of Exchange • November 30th, 2001 • Global Foods Online Inc • Services-business services, nec • Nevada
PROMISSORY NOTEPromissory Note • November 30th, 2001 • Global Foods Online Inc • Services-business services, nec • California
LOAN AND SECURITIES PURCHASE AGREEMENT by and between GLOBAL DIVERSIFIED INDUSTRIES, INC. and DEBT OPPORTUNITY FUND, LLLP DATED DECEMBER 19, 2008 LOAN AND SECURITIES PURCHASE AGREEMENTLoan and Securities Purchase Agreement • February 9th, 2009 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This LOAN AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 19th day of December, 2008, is made by and between GLOBAL DIVERSIFIED INDUSTRIES, INC., a Nevada corporation (the “Borrower”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 10th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated June 25, 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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2005 • Global Diversified Industries Inc • Services-business services, nec
Asset Purchase Agreement ("Agreement") made this 11th day of March, 2005, by and between Global Modular Inc ("Purchaser"), a Nevada corporation having its principal place of business located at 1200 Airport Road, Chowchilla, CA 93610; and Impact Modular Leasing, Inc. ("Seller") a Nevada corporation, with its principal place of business located at 450 W. 21st, Ste E, Merced, CA 95340, sometimes collectively referred to herein as the "Parties."
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.Security Agreement • August 12th, 2008 • Global Diversified Industries Inc • 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).
EXHIBIT 2Agreement and Plan of Exchange • March 19th, 2003 • Global Diversified Industries Inc • Services-business services, nec • Nevada
ENGINEERING RIGHTS AGREEMENTEngineering Rights Agreement • August 10th, 2005 • Global Diversified Industries Inc • Services-business services, nec
This CAD Drafting Rights Agreement ("Agreement") is made by and between Global Modular, Inc., a Nevada Corporation, (Global) whose address is 1200 Airport Drive, Chowchilla, CA 93610, and Anderson & Doig Structural Engineers, a California Corporation, ("Doig") whose address is 10308 Placer Lane, Suite 100, Sacramento, CA 95827-2511.
GUARANTEE FEE, INDEMNIFICATION, AND SECURITY AGREEMENTGuarantee Fee and Indemnification 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”).
Non-exclusive Limited License and Release AgreementNon-Exclusive Limited License and Release Agreement • August 10th, 2005 • Global Diversified Industries Inc • Services-business services, nec • California
This Non-exclusive Limited License and Release Agreement ("Agreement”) is made by and between GlobaI Modular Inc., a Nevada Corporation ("Global") whose address is 1200 Airport Drive, Chowchilla, CA 93610, and Michael Stafford dba Stafford Associates Architects ("Stafford"), Cal. Lic. # C13280, whose address is 926 J Street, Suite 1208, Sacramento, CA.
STOCK OPTION AGREEMENTStock Option Agreement • February 9th, 2009 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This STOCK OPTION AGREEMENT (the "Agreement") is effective this 17 th day of Decemberr_2008, between GLOBAL DIVERSIFIED INDUSTRIES, INC., a Nevada corporation, (the "Company") and Phillip Hamilton (the "Executive").
CONSULTING AGREEMENT This Agreement ("Agreement"), made as of the 12 day of April, 2001, by and between GLOBAL FOODS ONLINE, INC, A (STATE) corporation (the "Company"), and PERSIA CONSULTING GROUP, INC., a New York Corporation (the "Consultant")....Consulting Agreement • July 6th, 2001 • Global Foods Online Inc • Services-business services, nec • New York
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May 21, 2001, by Global Foods Online Inc., a Nevada corporation (the "Company"); Cornell Capital Partners, L.P., a limited liability partnership (the "Investor");...Escrow Agreement • July 6th, 2001 • Global Foods Online Inc • Services-business services, nec • New Jersey
CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT entered into this 21st day of May, 2001 (hereinafter "Effective Date") by and between Global Foods Online Inc., a Nevada corporation with its principal office at 520 North Kings Road,...Consulting Services Agreement • July 6th, 2001 • Global Foods Online Inc • Services-business services, nec • New York
March 7, 2003 Global Modular, Inc.Architectural Services Agreement • August 10th, 2005 • Global Diversified Industries Inc • Services-business services, nec
STOCK OPTION AGREEMENTStock Option Agreement • June 20th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This STOCK OPTION AGREEMENT (the “Agreement”) is effective this 17th day of December, 2008, between GLOBAL DIVERSIFIED INDUSTRIES, INC., a Nevada corporation, (the “Company”) and Phillip Hamilton (the “Executive”).
SIXTH AMENDMENT TO THE SECURITY AGREEMENTSecurity Agreement • May 10th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
This Sixth Amendment to the Security Agreement (this "Amendment") is made and effective as of January 7, 2011 by and among Global Diversified Industries, Inc., a Nevada corporation (the "Company"), each of the Subsidiaries of the Company (such subsidiaries, together with the Company, the "Debtors"), and Vicis Capital Master Fund, and its endorsees, transferees and assigns (collectively referred to as the "Secured Party").
ARTICLES OF MERGER ARTICLES OF MERGER (these "Articles") made and entered into as of April 6, 1999 by and between Valley Fish Products, Inc., a Nevada corporation ("Valley Fish") and IF&B Media Corporation, a California corporation ("IF&B Media")....Merger Agreement • July 20th, 1999 • Global Foods Online Inc
EQUITY LINE OF CREDIT AGREEMENT THIS EQUITY LINE OF CREDIT AGREEMENT dated as of the 21st day of May 2001, (the "Agreement") between Cornell Capital Partners, L.P., a limited partnership (the "Investor") and Global Foods Online Inc, a corporation...Equity Line of Credit Agreement • July 6th, 2001 • Global Foods Online Inc • Services-business services, nec • New York
LOAN AND STOCK CONVERSION AGREEMENTLoan Agreement • May 10th, 2011 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
Borrower: Lender: Global Modular Inc..A Nevada Corp Michael Trevino 1200 Airport Drive 450 W. 21st Street Suite E Chowchilla, CA 93610 Merced, CA 95340 James Lee, LLC 1213 Coffee Road Suite B Modesto, CA 95358
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 21, 2001, by and among Global Foods Online Inc., a Nevada corporation, with its principal office located at 520 North Kings Road, Suite 214, Los...Registration Rights Agreement • July 6th, 2001 • Global Foods Online Inc • Services-business services, nec • New York
