0001185185-09-000059 Sample Contracts

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.
Global Diversified Industries Inc • February 9th, 2009 • 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

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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 AGREEMENT
Loan 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”).

STOCK OPTION AGREEMENT
Stock 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").

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