COMMON STOCK PURCHASE WARRANT GLOBAL DIVERSIFIED MARKETING GROUP INC.Common Stock Purchase Warrant • December 8th, 2022 • Global Diversified Marketing Group Inc. • 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.
Spencer Clarke Investment Banking MEMBER FINRA • SIPC Miami Beach, Florida 33154Letter of Engagement • 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.”
