Exhibit
10.1


 


EQUITY
PURCHASE AGREEMENT


 


THIS
EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 2, 2021 (the “Execution Date”),
by and between Global Diversified Marketing Group Inc, a Delaware corporation (the “Company”), and Williamsburg Venture
Holdings, LLC, a Nevada limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company up to Five Million Dollars ($5,000,000.00) of
the Company’s Common Stock (as defined below);


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


ARTICLE
I


CERTAIN
DEFINITIONS


 


Section
1.1 RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated
in and made a part of this Agreement.


 


Section
1.2 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Available
Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each
successful Closing, each time the Investor purchases shares of Common Stock pursuant to a Put.


 


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s Common Stock in the ten (10) Trading Days
immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of


debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing
Certificate” shall mean the closing “Officer’s Certificate” of the Company in the form of Exhibit B
hereto.


 




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“Closing
Date” shall mean the date of any Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor
shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) November 2, 2022, or (iii) written
notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of the Put Shares).


 


“Commitment
Shares” means 50,000 shares of Common Stock issued by the Company to the Investor pursuant to Section 6.5.


 


“Common
Stock” shall mean the Company’s common stock, $0.0001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Confidential
Information” means any information disclosed by either party to this Agreement, or their affiliates, agents or
representatives, to the other party to this Agreement, either directly or indirectly, in writing, orally or by inspection of
tangible objects (including, without limitation, documents, formulae, business information, trade secrets, technology, strategies.
prototypes, samples, plant and equipment), which may or may not be designated as “Confidential,”
“Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information
if such information is confirmed in writing as being Confidential Information within ten (10) Trading Days after the initial
disclosure. Confidential Information may also include information disclosed by third parties. Confidential Information shall not,
however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of
disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing
party to the receiving party through no fault, action or inaction of the receiving party; (iii) is already in the possession of the
receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records
immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such
third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or
reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the
receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving
party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an
order protecting the information from public disclosure.


 


“Current
Report” shall have the meaning set forth in Section 6.4.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


 




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“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“Disqualification
Event” shall have the meaning specified in Section 4.27.


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational
arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d)
the Commitment Shares or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does
not have a policy prohibiting or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Environmental
Laws” shall have the meaning set forth in Section 4.14.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Execution
Date” shall have the meaning set forth in the preamble to this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(b).


 


“Intellectual
Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service
names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets
or other intellectual property rights.


 


“Investment
Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the Purchase
Price minus the Clearing Costs.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Issuer
Covered Person” shall have the meaning specified in Section 4.27.


 




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“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.


 


“Market
Price” shall mean the one (1) average of the VWAP of the Common Stock on the Principal Market during the Valuation Period,
as reported by Bloomberg Finance L.P. or other reputable source.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and/or
the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform
its obligations under any Transaction Document.


 


“Maximum
Commitment Amount” shall mean Five Million Dollars ($5,000,000.00).


 


“Maximum
Put Amount” shall mean that the lesser of (i) such amount that equals two hundred percent (200%) of the Average Daily Trading
Volume, and (ii) Five Hundred Thousand Dollars ($500,000.00).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX,
OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.


 


“Purchase
Price” shall mean 90% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor and setting
forth the amount of Put Shares which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.


 


“Registration
Rights Agreement” means that agreement in the form attached hereto as Exhibit D.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents.


 




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“Rule
144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
means, collectively, the Put Shares and the Commitment Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,
owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of
Regulation S-K promulgated under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean VStock Transfer LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.


 


“Valuation
Period” shall mean the period of five (5) consecutive Trading Days immediately following the Clearing Date associated with
the applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period
shall instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage account
prior to 11:00 a.m. EST on the respective Clearing Date.


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1 PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article
VII), the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put
Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this
Agreement, in each instance, (i) the Investment Amount is not more than the Maximum Put Amount and (ii) the aggregate Investment
Amount of all Puts shall not exceed the Maximum Commitment Amount.


 


Section
2.2 MECHANICS.


 


(a)
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided
herein. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days
following the Put Date.


 




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(b)
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the
Investor if such notice is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by
e-mail after 8:30 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver another
Put Notice to the Investor within ten (10) Trading Days of a prior Put Notice.


 


Section
2.3 CLOSINGS.


 


(a)
TIMING. The Closing of a Put shall occur within one (1) Trading Day following the end of the respective Valuation Period, whereby
the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.
In addition, on or prior to such Closing, each of the Company and the Investor shall deliver to each other all documents, instruments
and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and
effect the transactions contemplated herein.


 


(b)
RETURN OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment
Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price
with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares.


 


(c)
RESALES DURING VALUATION PERIOD. The parties acknowledge and agree that during the Valuation Period, the Investor may contract
for, or otherwise effect, the resale of the subject purchased Put Shares to the Investor’s broker.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor is entering into this Agreement for its own account, and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Except with respect to the representations,
warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors and not on any statements
or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 




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Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document
to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof,
will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.


 


Section
3.5 NOT AN AFFILIATE. To the Investor’s knowledge, the Investor is not an officer, director or “affiliate” (as
such term is defined in Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the laws of
the jurisdiction of its formation with full right, limited liability company power and authority to enter into and to consummate the
transactions contemplated by this Agreement and the other Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the
consummation of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not
(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any
provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any
of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or
imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary
duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant
to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any
of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company; provided, however, that the Investor
makes no representation or warranty hereunder with respect to any SEC Document and is relying on the representations and warranties of
the Company in Article IV with respect to the SEC Documents.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertisement regarding the Securities.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution
Date and at each Closing Date:


 




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Section
4.1 ORGANIZATION OF THE COMPANY. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the state of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. Each of the Company and the Subsidiaries is not in violation
or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement
and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.


 


Section
4.3 CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company consists of (a) 100,000,000 shares of
Common Stock, par value of $0.0001 per share, of which approximately 14,067,006 shares of Common Stock are issued and outstanding and
(b) 1,000,000 shares of preferred stock, of which 1,000 shares of preferred stock are issued and outstanding. Except as set forth on
Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,
other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as set forth on Schedule 4.3, and except as a result of the purchase and sale of the Securities,
there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not
result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock
to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such
registration. The Company has not, in the twelve (12) months preceding the Execution Date, received notice from the Principal Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Principal Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with all such listing and maintenance requirements.


 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof, for the one (1) year preceding the Execution Date (or such shorter period as the Company was required
by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements,
to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). The Company maintains a system of internal accounting
controls appropriate for its size. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated
or other off balance sheet entity that is not disclosed by the Company in its financial statements or otherwise that would be reasonably
likely to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.


 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions
on transfer provided for in the Transaction Documents and under the Securities Act.


 




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Section
4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company,
and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance
of the Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s
certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material
default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any
Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar
agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or
by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect),
nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is
not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that
either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state
or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction
Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company in connection with the
issuance of the Commitment Shares or subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided
that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary
that has not been disclosed in subsequent SEC filings.


 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as set forth on Schedule 4.9, there are no actions, suits, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or
any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry
or investigation, which would have a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act.
No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court,
arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary, or any current or former director
or officer of the Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


Section
4.11 INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect
to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its
representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely
incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s
decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives
and advisors.


 




    	- 10 -



    	 



    

 


Section
4.12 NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the Company, any Subsidiary, nor any of their respective
affiliates, nor any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company,
any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of
the offer and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,
or cause this offering of the Securities to be integrated with prior offerings by the Company in a manner that would require
stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or
designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal
Market.


 


Section
4.13 INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. None
of the Company’s, nor any Subsidiary’s material Intellectual Property has expired or terminated, or, by the terms and conditions
thereof, could expire or terminate within two years from the date of this Agreement. The Company does not have any knowledge of any infringement
by the Company and/or any Subsidiary of any material Intellectual Property of others, or of any such development of similar or identical
trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the
Company’s knowledge, being threatened against, the Company and/or any Subsidiary regarding the infringement of any Intellectual
Property, which could reasonably be expected to have a Material Adverse Effect.


 


Section
4.14 ENVIRONMENTAL LAWS. To the Company’s knowledge, the Company and each Subsidiary (i) is in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all
permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii)
is in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing
clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
4.15 TITLE. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in fee simple
to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business
of the Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as do not materially affect the value
of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary
and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any
real property and facilities held under lease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases
with which the Company is in compliance with such exceptions as are not material and do not interfere with the use made and proposed
to be made of such property and buildings by the Company or any Subsidiary.


 


Section
4.16 INSURANCE. The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage sought or applied for,
and the Company has no reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company,
taken as a whole.


 




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Section
4.17 REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits issued
by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and neither the Company, nor
any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit.


 


Section
4.18 TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income and all other material tax returns,
reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company has set
aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


Section
4.19 TRANSACTIONS WITH AFFILIATES. Except as set forth in the SEC Documents, none of the officers or directors of the Company
or any Subsidiary, and to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each
case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year end for the
last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for
expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under
any stock option plan of the Company.


 


Section
4.20 APPLICATION OF TAKEOVER PROTECTIONS. The Company and its board of directors have taken or will take prior to the Execution
Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the articles of incorporation or the laws of
the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this
Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.


 


Section
4.21 FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor to the knowledge of the Company, any agent or other Person
acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign
or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)
failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which
the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.


 


Section
4.22 SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are
applicable to it.


 




    	- 12 -



    	 



    

 


Section
4.23 CERTAIN FEES. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section 4.22 that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


Section
4.24 INVESTMENT COMPANY. The Company is not an “investment company” within the meaning of the Investment Company Act
of 1940, as amended.


 


Section
4.25 ACCOUNTANTS. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such
accountants are an independent registered public accounting firm as required by the Securities Act.


 


Section
4.26 NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their
behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid
any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company.


 


Section
4.27 NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company or any Subsidiary participating in the offering contemplated hereby, any beneficial owner
of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each,
an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule
506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person
is subject to a Disqualification Event.


 


Section
4.28 MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously violated, the USA PATRIOT
ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the
laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but
not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in
31 CFR, Subtitle B, Chapter V.


 


Section
4.29 ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS. Neither the Company, nor any Subsidiary has, nor,
to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,
employees, agents or other representatives of the Company, any Subsidiary or any other business entity or enterprise with which the Company
is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money,
property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person or (b) to any political
organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions
not involving the direct or indirect use of funds of the Company.


 




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Section
4.30 SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials required
to be filed by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 12 months, and, as of a date at least one
year prior to the Execution Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3) of the
Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of the Securities Act.


 


Section
4.31 ABSENCE OF SCHEDULES. In the event that on the Execution Date, the Company does not deliver any disclosure schedule contemplated
by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be deemed to read
as follows: “Nothing to Disclose”, and (ii) the Investor has not otherwise waived delivery of such disclosure schedule.


 


ARTICLE
V


COVENANTS
OF INVESTOR


 


Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common
Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of
FINRA and the Principal Market.


 


Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant
to any understanding with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period.
For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common
Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as
the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement,
maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.
The Investor agrees not to disclose any Confidential Information of the Company to any third party, except for attorneys, accountants,
advisors who have a need to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential Information
for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. The Investor acknowledges
that the Confidential Information of the Company shall remain the property of the Company and agrees that it shall take all reasonable
measures to protect the secrecy of any Confidential Information disclosed by the Company.


 


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1 REMOVED AND RESERVED.


 


Section
6.2 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares and Commitment Shares to be
issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable
best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares and Commitment
Shares from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading
of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal
Market. The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common
Stock on the Principal Market. The Company shall promptly, and in no event later than the following Trading Day, provide to the Investor
copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.2). The Company
shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


 




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Section
6.3 OTHER EQUITY LINES. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without
the prior written consent of the Investor, enter into any other equity line of credit agreement with any other party, without the Investor’s
prior written consent, which consent may be granted or withheld in the Investor’s sole and absolute discretion.


 


Section
6.4 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on
Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act,
relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the
“Current Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft
version of the Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable
consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft
version of the Current Report within one (1) Trading Day from the date the Investor receives it from the Company. Pursuant to the
terms of the Registration Rights Agreement, the Company shall also file with the SEC, on or before the twenty-eighth (28th) day
following the Execution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering
only the resale of the Put Shares and Commitment Shares.


 


Section
6.5 ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and performance under
this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the Investor on the Execution Date. For
the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance of the Commitment
Shares is not contingent upon any other event or condition, including, without limitation, the effectiveness of the Registration Statement
or the Company’s submission of a Put Notice to the Investor and irrespective of any termination of this Agreement.


 


Section
6.6 DUE DILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION. The Investor shall have the right, from time to time as
the Investor may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The
Company, each Subsidiary and their respective officers and employees shall provide information and reasonably cooperate with the
Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company. The
Company agrees not to disclose any Confidential Information of the Investor to any third party, except for attorneys, accountants,
advisors who have a need to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential
Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. The Company
acknowledges that the Confidential Information of the Investor shall remain the property of the Investor and agrees that it shall
take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the Investor. The Company confirms
that neither it nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information
that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by
the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any
Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy
provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of
a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the
Company; provided the Investor shall have first provided notice to the Company that it believes it has received information that
constitutes material, non-public information, and the Company shall have had at least twenty-four (24) hours to publicly disclose
such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly
disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company,
any Subsidiary, or any of their respective directors, officers, employees, stockholders, affiliates or agents, for any such
disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting
transactions in securities of the Company.


 




    	- 15 -



    	 



    

 


Section
6.7 PURCHASE RECORDS. The Company shall maintain records showing the Available Amount at any given time and the date, Investment
Amount and Put Shares for each Put, contained in the applicable Put Notice.


 


Section
6.8 TAXES. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance
and delivery of any shares of Common Stock to the Investor made under this Agreement.


 


Section
6.9 USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder in the manner described in
the Registration Statement or the SEC Documents.


 


Section
6.10 OTHER TRANSACTIONS. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the
Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver
the Put Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.


 


Section
6.11 INTEGRATION. In any case subject to the terms of the Registration Rights Agreement, from and after the Execution Date, neither
the Company, nor or any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that no Person acting
on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under
circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act.


 


Section
6.12 KEY PERSON. If at any time during the Commitment Period either of the Company’s CEO or CFO as of the Execution Date,
resigns or is otherwise removed from office (except for cases of death or disability), then a liquidated damages charge of $25,000.00
will be assessed, in each case, and will become immediately due and payable to the Buyer in the form of cash payment. The liquidated
damages charge in this Section 6.12 shall be in addition to, and not in substitution of, any of the other rights of the Investor
under this Agreement.


 


Section
6.13 TRANSACTION DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor executed copies of all of the Transaction
Documents.


 




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ARTICLE
VII


CONDITIONS
TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue
and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the Execution Date and as of the date of each Closing as though made at each such time.


 


(b)
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)
REGISTRATION STATEMENT. The Company shall not have the right to issue any Put Shares if the Registration Statement, and any amendment
or supplement thereto, shall fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment Shares.


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to
purchase Put Shares is subject to the satisfaction of each of the following conditions:


 


(a)
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain effective for
the resale by the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have received
notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise
has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related prospectus
shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the preliminary form of which shall
be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus
shall be current and available for the resale by the Investor of all of the Securities covered thereby.


 


(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall
be true and correct in all material respects as of the Execution Date and as of the date of each Closing (except for representations
and warranties under the first sentence of Section 4.3, which are specifically made as of the Execution Date and shall be true
and correct in all respects as of the Execution Date).


 


(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(f) NO
SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC,
the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or
quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting
for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right
to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such
Put shall be reduced accordingly.


 




    	- 17 -



    	 



    

 


(g)
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares to be purchased by the Investor shall not exceed the number of such
shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned
by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g),
in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is
given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following
such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.


 


(h)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered). The Company shall have no knowledge of any untrue statement
(or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in the Registration
Statement, any effective registration statement filed pursuant to the Registration Rights Agreement or any post-effective amendment or
prospectus which is a part of the foregoing, unless the Company has filed an amendment with the SEC or taken such other.


 


(i)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market.


 


(j)
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.


 


(k)
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(l)
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been
filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall have been filed
with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


 


(m)
REMOVED AND RESERVED.


 


(n)
REMOVED AND RESERVED.


 




    	- 18 -



    	 



    

 


(o)
MINIMUM PRICING. The lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective
Put Date must exceed $0.01 per share.


 


(p)
NO VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction, including,
without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated
by the Transaction Documents.


 


(q)
LEGAL OPINION. The Company shall cause to be delivered to the Investor a written opinion of counsel satisfactory to the Investor,
in form and substance satisfactory to the Investor and its counsel, relating to the availability and effectiveness of the Registration
Statement, as supplemented by any prospectus supplement or amendment thereto, and regarding the Company’s compliance with the Nevada
Statutes and the federal securities laws of the United States in the issuance, sale and registration of the Put Shares and Commitment
Shares.


 


ARTICLE
VIII


LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations
hereunder to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE
IX


NOTICES;
INDEMNIFICATION


 


Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or e-mail as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The
addresses for such communications shall be:


 


If to the Company:


 


Global
Diversified Marketing Group Inc.


4042
Austin Blvd, STE B


Island
Park, NY 11558


 


Email:
GLBDHoldings@gmail.com


Attention:Paul
Adler, CEO


 




    	- 19 -



    	 



    

 


If
to the Investor:


 


Williamsburg
Venture Holdings, LLC


395
Leonard St, Suite 719


Brooklyn
NY, 11211


E-mail:
rg@williamsburg.ventures


Attention:
Ronald Glenn, Managing Member


 


Either
party hereto may from time to time change its address or e-mail for notices under this Section 9.1 by giving at least ten (10) days’
prior written notice of such changed address to the other party hereto.


 


Section
9.2 INDEMNIFICATION. Each party hereto (an “Indemnifying Party”) agrees to indemnify and hold harmless the
other party along with its officers, directors, employees, and authorized agents and representatives, and each Person or entity, if any,
who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations
thereunder (an “Indemnified Party”) from and against any and all Damages, joint or several, and any and all actions
in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained
in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,
any registration statement pursuant to the Registration Rights Agreement or any post-effective amendment thereof or supplement thereto,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or
contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the
Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified
Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness,
fraud, willful misconduct or bad faith in performing its obligations under this Agreement; provided, however, that the
foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out
of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance
upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the
Registration Statement, any post- effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus
(as amended or supplemented).


 




    	- 20 -



    	 



    

 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.1
shall be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced
by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the
period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as
defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend
the Indemnified Party against such Third Party Claim.


 


(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have
the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the
Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of
the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides
for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.1).
The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided,
however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying
Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings
or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and
provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense
of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim
controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party
shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover
the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section
9.1 with respect to such Third Party Claim.


 




    	- 21 -



    	 



    

 


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to this Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously
and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and
the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying
Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 


(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.1 or fails to notify the Indemnified Party within the
Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect
to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.1 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If
the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such Third Party Claim, the Indemnifying
Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however,
that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute
such legal action as it deems appropriate.


 


(b)
In the event any Indemnified Party should have a claim under Section 9.1 against the Indemnifying Party that does not involve
a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.1 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined
in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure
by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that
the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified
Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified
Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity
Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under
Section 9.1 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within
thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.


 




    	- 22 -



    	 



    

 


(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without
regard to the principles of conflicts of law (whether of the State of New York or any other jurisdiction).


 


Section
10.2 ARBITRATION. Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions,
contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the
scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration
to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited
procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules” ), including Rules 16.1
and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each
of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this
Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State of New York
any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the
arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including
but not limited to the Investor’s attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision must
set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and
delivered as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion of the arbitration hearing
and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.


 


Section
10.3 JURY TRIAL WAIVER. THE COMPANY AND THE INVESTOR
HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT
OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.


 


Section
10.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective
successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other
Person.


 


Section
10.5 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article
IX.


 


Section
10.6 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except while the Investor
holds any of the Put Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment
Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which the
Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company
commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for
all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided,
however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor
set forth in Article X shall survive the termination of this Agreement for the maximum length of time allowed under applicable
law.


 




    	- 23 -



    	 



    

 


Section
10.7 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section
10.8 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay
all Transfer Agent fees, Investors fees related to the DWAC of Securities, stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Investor. The Investor shall withhold $15,000.00 from the Investment Amount with respect to
the first Put under this Agreement for reimbursement of the Investor’s expenses relating to the preparation of the Transaction
Documents.


 


Section
10.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of
the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts
and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by
e-mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section
10.10 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section
10.11 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


Section
10.12 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


Section
10.13 EQUITABLE RELIEF. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Investor shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.


 




    	- 24 -



    	 



    

 


Section
10.14 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.


 


Section
10.15 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that
is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 


Section
10.16 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material
contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further
agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.


 


**
Signature Page Follows **








 




    	- 25 -



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.


 


	 	Global
    Diversified Marketing Group Inc.
	 	 	 
	 	By:	/s/
    Paul Adler
	 	Name:	Paul
    Adler
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Williamsburg
    Venture Holdings, LLC
	 	 	 
	 	By:	/s/
    Ronald Glenn
	 	Name:
    	Ronald
    Glenn
	 	Title:
    	Managing
    Member


 


**
Signature Page to Equity Purchase Agreement **


 




    	 



     


    

 


 


EXHIBIT
A


 


FORM OF PUT NOTICE


 


TO:
Williamsburg Venture


Holdings,
LLC 


 


DATE:_____________________


 


We
refer to the Equity Purchase Agreement, dated September 20, 2021 (the “Agreement”), entered into by and between Global
Diversified Marketing Group Inc.. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the
same meaning when used herein.


 


We
hereby:


 


1)
Give you notice that we require you to purchase _______________ Put Shares; and


 


2)
The purchase price per share, pursuant to the terms of the Agreement, is _______________; and


 


3)
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	Global
    Diversified Marketing Group Inc.
	 	 	 
	 	By:	 
	 	Name:
    	Paul
    Adler
	 	Title:	Chief
    Executive Officer


 




    	 



     


    

 


EXHIBIT
B


 


FORM
OF OFFICER’S CERTIFICATE OF


Global Diversified Marketing Group Inc.


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated September 20, 2021 (the “Agreement”), by
and between Global Diversified Marketing Group Inc.. (the “Company”) and Williamsburg Venture Holdings, LLC (the “Investor”),
the undersigned, in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as
of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date
as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date)
with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction
Date, except for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement
to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and


 


2.
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not
limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of September 20, 2021.


 


	 	By:	 
	 	Name:
    	Paul
    Adler
	 	Title:
    	Chief
    Executive Officer


 




    	 



     


    

 


EXHIBIT
C


 


FORM
OF TRANSFER AGENT


INSTRUCTION LETTER


 




    	 



     


    

 


EXHIBIT
D


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 




    	 



     


    

 


DISCLOSURE
SCHEDULES