COMMON STOCK PURCHASE WARRANT NetBrands Corp. F.K.A. Global Diversified Marketing Group Inc. (Trading Symbol: NBND)Common Stock Purchase Warrant • March 29th, 2024 • NetBrands Corp. • 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 NetBrands Corp. F.K.A. Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”), (Trading Symbol: NBND), 814,285 Warrants of the 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 t
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 29th, 2024 • NetBrands Corp. • Bakery products • Delaware
This STOCK PLEDGE AGREEMENT, dated as of March 22, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Paul Adler, a New York resident (the “Pledgor”), in favor of Cove Funding LP, a Delaware limited partnership (the “Secured Party”).
SECURITIES PURCHASE AGREEMENT1Securities Purchase Agreement • March 29th, 2024 • NetBrands Corp. • Bakery products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2024, is by and among NetBrands Corp. f/k/a Global Diversified Marketing Group Inc., a Delaware corporation with offices located at 4042 Austin Boulevard, Suite B Island Park, New York 11558 (the “Company”), Paul Adler, a New York resident (“Adler”; each of the Company and Adler, a “Company Party” and, collectively, the “Company Parties”), and Cove Funding LP, a Delaware limited partnership (the “Purchaser”).
COVE FUNDING LP SECURITY AGREEMENT SECURITY AGREEMENTSecurity Agreement • March 29th, 2024 • NetBrands Corp. • Bakery products • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of March 22, 2024 (the “Effective Date”), by and among NetBrands Corp. f/k/a Global Diversified Marketing Group Inc., a Delaware corporation (the “Borrower, Borrower Party or Borrower Parties”) and Cove Funding LP, a Delaware limited partnership (the “Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain securities purchase agreement by and between Borrower and the Secured Party of even date (the “Securities Purchase Agreement”) and Note (as defined below), as applicable.
