Exhibit
4.1


 


DESCRIPTION
OF SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF


THE
SECURITIES EXCHANGE ACT OF 1934


 


The
following summary describes the common stock of Global Diversified Marketing Group Inc., a Delaware corporation (the “Company”),
which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only
the Company’s common stock is registered under Section 12 of the Exchange Act.


 


DESCRIPTION
OF COMMON STOCK


 


The
following description of our common stock is a summary and is qualified in its entirety by reference to our Articles of Incorporation,
as amended and our bylaws, and by the Delaware General Corporation Law (the “DGCL”).


 


Authorized
Capitalization


 


The
Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and
20,000,000 shares of preferred stock, par value $0.0001 per share of preferred stock, of which 1,000,000 shares have been designated
as Class A Super Voting Preferred Stock.


 


Common
Stock


 


Voting
Rights. Holders of shares of Common Stock are entitled to one vote for each share on all matters to be voted on by the stockholders.
Holders of Common Stock do not have cumulative voting rights.


 


Dividend
Rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of Common Stock
are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion
from funds legally available therefor. The Company may issue additional shares of Common Stock which could dilute its current shareholder’s
share value.


 


Liquidation
and Dissolution Rights. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution
to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on
any outstanding payment of other claims of creditors.


 


Other
Matters. Holders of shares of Common Stock have no preemptive rights and no conversion or redemption rights.


 


Listing


 


Our
Common Stock is quoted on the OTC pink under the symbol “GDMK”.


 


Transfer
Agent


 


The
transfer agent and registrar for our common stock is VStock Transfer, LLC, with an address of 18 Lafayette Place, Woodmere, New York
11598 and its telephone number is (212) 828-8436.


 


Anti-Takeover
Provisions


 


Certain
provisions of the DGCL our certificate of incorporation, as amended, and our bylaws could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the price of our common stock that
often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our
management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise
deem to be in their best interests.


 




    	 



    	 



    

 


Delaware
Anti-Takeover Statute


 


We
are subject to Section 203 of the DGCL, which prohibits a person deemed an “interested stockholder” from engaging in a “business
combination” with a publicly held Delaware corporation for three years following the date such person becomes an interested stockholder
unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed
manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates
and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s
voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting
in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to
transactions not approved in advance by the board of directors, such as discouraging takeover attempts that might result in a premium
over the price of our common stock.


 


Special
Stockholder Meetings


 


Our
bylaws provide that a special meeting of stockholders may be called by two-thirds or more of the members of our board of directors, the
president, or any executive vice president and shall be called upon the written request of the holders of two-thirds or more of each
class or series of the capital stock of the Company entitled to vote at such meeting on the matters(s) that are the subject of the proposed
meeting.


 


Requirements
for Advance Notification of Stockholder Nominations and Proposals


 


Our
bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors,
other than nominations made by or at the direction of the board of directors or a committee of the board of directors.