Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2021 (the “Execution Date”), is
entered into by and between Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”),
and Williamsburg Venture Holdings LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase
Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified
from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million Dollars
($5,000,000.00) of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	DEFINITIONS.



 


As
used in this Agreement, the following terms shall have the following meanings:


 


a.       “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions
of this Agreement.


 


b.       “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.       “Register,”
“Registered,” and “Registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act
or any successor rule providing for the offering of securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


d.       “Registrable
Securities” means all of the (i) Commitment Shares, (ii) Put Shares which have been, or which may, from time to time be issued,
including without limitation all of the shares of Common Stock which have been issued or will be issued to the Investor under the Purchase
Agreement (without regard to any limitation or restriction on purchases), (iii) any and all shares of capital stock issued or issuable
with respect to each of the Transaction Documents, and (iv) any and all shares of capital stock issued or issuable with respect to the
Put Shares, Commitment Shares and the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.


 




    	 



    	 



    

 


e.       “Registration
Statement” means one or more registration statements of the Company on Form S-1 covering only the resale of the Registrable
Securities including the Initial Registration Statement and any New Registration Statement or Other Registration Statement (each as defined
herein).


 


		2.	REGISTRATION.



 


a.       Mandatory
Registration. The Company shall, by December 31, 2021, file with the SEC an prospectus supplement on effective Form S-1 covering
the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations
and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule
415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and
the Investor in consultation with their respective legal counsel (the “Initial Registration Statement”). The Initial
Registration Statement shall register only Registrable Securities. The Company shall use its best efforts to have the Initial Registration
Statement and any amendment thereto declared effective by the SEC at the earliest possible date (in any event, within sixty (60) calendar
days after the Execution Date).


 


b.       Rule
424 Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by applicable securities regulations,
from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, such prospectuses and prospectus supplements,
if any, to be used in connection with sales of the Registrable Securities under each Registration Statement. The Investor and its counsel
shall have a reasonable opportunity to review and comment upon such prospectuses prior to its filing with the SEC, and the Company shall
give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon any prospectus within
two (2) business days from the date the Investor receives the final pre-filing version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement or file a new Registration Statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set
forth in Section 2(e)) as soon as practicable, but in any event not later than ten (10) business days after the necessity therefor
arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its
reasonable best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following
the filing thereof. In the event that any of the Registrable Securities are not included in the Initial Registration Statement, or have
not been included in any New Registration Statement, and the Company files any other registration statement under the Securities Act
(other than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings) (an “Other Registration
Statement”), then the Company shall include in such Other Registration Statement first all of such Registrable Securities that
have not been previously Registered, and second any other securities the Company wishes to include in such Other Registration Statement.
The Company agrees that it shall not file any such Other Registration Statement unless all of the Registrable Securities have been included
in such Other Registration Statement or otherwise have been Registered for resale as described above.


 




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d.       Effectiveness.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration Statement and any amendment
or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give
due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion
therein. The Company shall use reasonable best efforts to keep all Registration Statements effective, including but not limited to pursuant
to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered
thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without restriction
pursuant to Rule 144 promulgated under the Securities Act without any restrictions (including any restrictions under Rule 144(c) or Rule
144(i)) and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain
issuable under the Purchase Agreement (the “Registration Period”). In the event that any Registration Statement filed
hereunder is no longer effective and Rule 144 is available for sales of the Registrable Securities, the Company shall provide an opinion
upon request of the Investor that the Investor may sell any such Registrable Securities held by the Investor pursuant to Rule 144 with
all costs related to such opinion to be borne by the Company. Each Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.


 


e.       Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become
or remain effective and be used for resales by the Investor under Rule 415 at then- prevailing market prices (and not fixed prices) by
comment letter or otherwise, or if after the filing of the Initial Registration Statement with the SEC pursuant to Section 2(a),
the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration
Statement, then the Company shall reduce the number of Registrable Securities to be included in such Initial Registration Statement (with
the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities
to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and
be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one
or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included
in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.
Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable
Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement
of the SEC or the Staff as addressed in this Section 2(e).


 




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		3.	RELATED
                                            OBLIGATIONS.



 


With
respect to a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including
on any Other Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1) and supplements to any
Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration Statement and
Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
to keep the Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions
of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement
or applicable Other Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.       The
Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration Statement and all
amendments and supplements thereto at least two (2) business days prior to their filing with the SEC, and not file any document in a
form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement
or any Other Registration Statement and any amendments or supplements thereto within two (2) business days from the date the Investor
receives the final version thereof. The Company shall furnish to the Investor, without charge, and within one (1) Business Day, any comments
and/or any other correspondence from the SEC or the Staff to the Company or its representatives relating to the Registration Statement
or any Other Registration Statement. The Company shall respond to the SEC or the Staff, as applicable, regarding the resolution of any
such comments and/or correspondence as promptly as practicable and in any event within two weeks upon receipt thereof.


 


c.       Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.


 




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d.       The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of Puerto Rico, New York, Kansas, Florida and such other jurisdictions in
the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation
or threatening of any proceeding for such purpose.


 


e.       As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state 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, and promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment
to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor
in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement
or any post-effective amendment thereto has become effective (notification of such effectiveness shall be delivered to the Investor by
email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to any Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate.


 


f.       The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose. In addition, if the Company shall receive any comment letter from the SEC relating to any Registration Statement under
which Registrable Securities are Registered, the Company shall notify the Investor of the issuance of such order and use its best efforts
to address such comments in a manner satisfactory to the SEC.


 




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g.       The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.       The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing the Registrable
Securities to be offered pursuant to any Registration Statement. “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 The Depository Trust Company (“DTC”)
under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


i.       The
Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common Stock.


 


j.       If
reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment
such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being
paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement
or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement
or post-effective amendment; and


(iii)
supplement or make amendments to any Registration Statement.


 


k.       The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


l.       Within
one (1) Business Day after any Registration Statement which includes Registrable Securities is ordered effective by the SEC, or any prospectus
supplement or post-effective amendment including Registrable Securities is filed with the SEC, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to the Investor) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A. Thereafter,
if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a written confirmation whether
or not (i) the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the
issuance of a stop order) (ii) any comment letter has been issued by the SEC and (iii) whether or not the Registration Statement is current
and available to the Investor for sale of all of the Registrable Securities.


 




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m.       The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any Registration Statement.


 


		4.	OBLIGATIONS
                                            OF THE INVESTOR.



 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with
any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder”
and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor.


 


b.       The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any Registration Statement hereunder.


 


c.       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop order contemplated
by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section
3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares in accordance
with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has
entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


		5.	EXPENSES
                                            OF REGISTRATION.



 


All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers
and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 




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		6.	INDEMNIFICATION.



 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls or is under common control with the Investor, the members, the directors, officers, partners, employees, agents,
representatives of the Investor and each Person, if any, who is an “affiliate” of the Investor within the meaning of the
Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees,
amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified
Person is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration Statement, any Other Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact 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 light of the circumstances under which the statements therein were made,
not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to a Registration Statement or any Other Registration Statement or (iv) any material violation by the Company of this Agreement
(the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse
each Indemnified Person 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. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished
in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of a Registration Statement,
any Other Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to
the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised
in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding
such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investor pursuant to Section 9.


 




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b.       Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof is to be made
against the Company under this Section 6, deliver to the Company a written notice of the commencement thereof, and the Company
shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel
mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an Indemnified Person shall have the right
to retain its own counsel with the fees and expenses to be paid by the Company, if, in the reasonable opinion of counsel retained by
the Company, the representation by such counsel of the Indemnified Person and the Company would be inappropriate due to actual or potential
differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified
Person shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company
and shall furnish to the Company all information reasonably available to the Indemnified Person which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, Claim or proceeding effectuated
without its written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The
Company shall not, without the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person
of a release from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the Company
shall be subrogated to all rights of the Indemnified Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable time of the
commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 6,
except to the extent that the Company is prejudiced in its ability to defend such action.


 


c.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Person against
the Company or others, and (ii) any liabilities the Company may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To
the extent any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited to $100,000.00.


 




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		8.	REPORTS
                                            AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:


 


a.       make
and keep “current public information” available, as such term is understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;


 


c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and


 


d.       take
such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s
Transfer Agent as may be requested from time to time by the Investor at the Company’s expense and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent
injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT
                                            OF REGISTRATION RIGHTS.



 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, or any
Investor as assignee pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights under this Agreement without
the written consent of the Company other than to an affiliate of such Investor.


 




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		10.	AMENDMENT
                                            OF REGISTRATION RIGHTS.



 


No
provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other
than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise
any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


 


		11.	MISCELLANEOUS.



 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable
Securities.


 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business
Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the
same. 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


 


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 Mbr.


Phone:
347-263-3216


 




    	11



    	 



    

 


or
at such other address and/or email address and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
email account containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.       All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.


 


d.       Any
disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
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 Holder’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.


 


e.       If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


f.       EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 




    	12



    	 



    

 


g.       This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof and thereof.


 


h.       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


i.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


j.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.


 


k.       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.


 


l.       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.


 


m.       This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


*
* * * * *


 




    	13



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Execution Date.


 


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


 




    	 



    	 



    

 


 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


September
20, 2021


 


VStock
Transfer LLC


18
Lafayette Place


Woodmere,
NY 11598


 


Re:
EFFECTIVENESS OF REGISTRATION STATEMENT


 


Ladies
and Gentlemen:


 


We
are counsel to Global Diversified Marketing Group Inc, a Delaware corporation (the “Company”), and have represented
the Company in connection with that certain Equity Purchase Agreement, dated as of September 20, 2021 (the “Purchase Agreement”),
entered into by and between the Company and Williamsburg Venture Holdings, LLC (the “Buyer”) pursuant to which the
Company has agreed to issue to the Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”),
in an amount up to Five Million Dollars ($5,000,000.00) (the “Put Shares”), in accordance with the terms of the Purchase
Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities
& Exchange Commission the following shares of Common Stock:


 


 (1) ___________Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time to time in accordance with the Purchase Agreement; and




 


(2)       50,000
Commitment Shares which were issued to the Buyer pursuant to the Purchase Agreement.


 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the Put Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on September 20,
2021, the Company filed a Registration Statement (File No. 333-[_________________________]) (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) relating to the resale of the Put Shares and the Commitment Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at [ ] [A.M./P.M.] on [ ], 2020 and we
have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares are available for
resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very
    truly yours, [Company Counsel]
	 	 
	 	By:	          


 


cc:Williamsburg
Venture Holdings, LLC