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 • February 28th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 22, 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-___ COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 28th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
THIS SERIES BD-____ 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 fifth (5th) 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 AGREEMENTSecurities Purchase Agreement • February 28th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2008 among Global Diversified Industries, Inc., a Nevada corporation (the “Company”), Phillip O. Hamilton, an individual residing at 471 N. Gurr Rd., Merced, CA 95340 (the “Shareholder”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES 2 COMMON STOCK PURCHASE WARRANT Warrant No.: Series 2 - _____ To Purchase __________ Shares of Common Stock of Global Diversified Industries, Inc.Security Agreement • February 28th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs
THIS SERIES 2 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).
SECURITY AGREEMENTSecurity Agreement • February 28th, 2008 • Global Diversified Industries Inc • General bldg contractors - residential bldgs • New York
SECURITY AGREEMENT, dated as of February 22, 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”), and 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 (collectively referred to as, the “Secured Parties”).
