Exhibit
10.1


 


Spencer
Clarke


Investment
Banking


MEMBER
FINRA • SIPC


1111
Lincoln Road Suite 500


Miami
Beach, Florida 33154


(P)
305-600-3268 • (F) 212-446-6191


www.spencerclarke.com


 


November
14, 2022


 


Paul
Adler


President
& CFO


Global
Diversified Marketing Group Inc.


(Operates
through its wholly owned subsidiary Global Diversified Holdings, Inc.)


4042
Austin Blvd, Suite B Island Park, NY 11558


Publicly
Traded under the ticker GDMK


 


	 	RE:	Letter of Engagement



 


Mr.
Adler,


 


This
letter agreement (“Agreement”) confirms our understanding that Global Diversified Marketing Group Inc., a Delaware corporation,
its surviving entities, common interest entities, affiliates, and subsidiaries, (the “Company”) hereby engages Spencer Clarke
LLC (SC) (together with its affiliates and subsidiaries, “Spencer Clarke”, “SC” or the “Placement Agent”)
to act as the Company’s “exclusive” placement agent in connection with any capital/debt raise, securities offering,
warrant exercise (“Financing(s)”) and for any sale , joint venture, merger, acquisition, or similar transaction with the
Company and/or any special purpose subsidiary or affiliate of the Company created specifically for the purpose of consummating such a
transaction (“Transaction(s)”. Each of SC and the Company may be referred to herein as a “Party” and collectively
as the “Parties.”


 


Upon
acceptance, (indicated by your signature below), this Agreement will confirm the terms of the engagement of the Placement Agent by the
Company.


 


1.
Appointment.


 


(a)
Subject to the terms and conditions of this Agreement, the Company hereby retains the Placement Agent to pursue one or more Financings
and/or Transactions (collectively, “Corporate Financing Activity”) on the Company’s behalf, and the Placement Agent
hereby agrees to act, as the Company’s exclusive Placement Agent in connection with any Corporate Finance Activity during the Term
(as defined below). As Placement Agent, Spencer Clarke may advise and assist the Company in identifying and assisting the Company in
(i) formulating and implementing a strategy for consummating one or more Financings and/or Transactions, including the identification
of issuing the securities to one or more accredited investors, or institutions, and other parties that may have a potential interest
in a Financing and/or Transaction that are contacted through either email, text, telephone, or in person (each, a “Prospect”),
and developing procedures and timetables for implementing the same; (ii) review of marketing materials describing the Company, as well
as other materials requested by Prospects, (iii) approaching selected Prospects and providing such parties with the appropriate material,
including, by organizing and leading meetings between the Company and such parties, (iv) evaluating proposals from Prospects regarding
one or more potential Financings and/or Transactions, (v) formulating negotiation strategies, participating in negotiations with Prospects
and working with legal counsel and accountants of the Company to facilitate and negotiate letters of intent, term sheets, definitive
agreements and other customary agreements associated with consummation of a Financing or Transaction, and (vi) presenting analyses and
progress reports to the Company’s executive management and board of directors in a Financing and/or Transaction (collectively,
the “Services”). The Company acknowledges and agrees that the Placement Agent is only required to use its “commercially
reasonable best efforts” in connection with any Financing and/or Transaction, Services or Corporate Finance Activity and that this
Agreement does not constitute a commitment by the Placement Agent to purchase any securities or introduce the Company to Prospects. Spencer
Clarke will, in its sole discretion, determine the reasonableness of its efforts, and is under no obligation to perform at any level
other than what it deems reasonable. The Company retains the right to determine all of the terms and conditions of the Financing and/or
Transaction and to accept or reject any proposals submitted to it by the Placement Agent in its sole and absolute discretion.


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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(b)
During the Term (as defined in Section 4) of this Agreement, neither the Company nor any of its subsidiaries will, directly or indirectly,
solicit or otherwise encourage the submission of any proposal or offer regarding a potential Financing or Transaction ( each a “Investment/Transaction
Proposal”) from any person or entity relating to any issuance of the Company’s or any of its subsidiaries’ equity or
debt securities or participate in any discussions regarding an Investment/Transaction Proposal of Corporate Finance Activity other than
in coordination with Placement Agent pursuant to the engagement contemplated by this Agreement. Further, the Company will immediately
cease all direct contacts, discussion, and negotiations with third parties regarding any Investment/Transaction Proposal and, during
the Term, will promptly inform Spencer Clarke of any unsolicited Investment/Transaction Proposals or communications received by the Company
or its representatives. Should any such active or future Investment/Transaction Proposals be received during the Term, the Placement
Agent will act as the Company’s exclusive Placement Agent in connection with such Investment/Transaction Proposals.


 


(c)
The Placement Agent and the Company expressly agree that the nature of Services to be rendered by the Placement Agent hereunder shall
be limited as necessary to avoid the violation of any rules or regulations under the Securities Act of 1933, as amended (the “Securities
Act”), and other applicable securities laws.


 


2.
Information.


 


(a)
The Company recognizes that, in completing its engagement hereunder, the Placement Agent will be using and relying on both publicly available
information and on data, material and other information furnished to Placement Agent by the Company or the Company’s affiliates
and agents. The Company will cooperate with Spencer Clarke and furnish, and cause to be furnished, to Spencer Clarke, any and all information
and data concerning the Company, its subsidiaries and any potential Financing or Transaction that Spencer Clarke deems appropriate, including,
without limitation, the Company’s acquisition and/or merger plans and plans for raising capital or additional financing that is
reasonably requested by Spencer Clarke in order to provide the Services (the “Information”), including subscription agreements,
purchase agreements and any other forms of the offering material (the “Offering Materials”). Any Information and Offering
Materials forwarded to Prospects will be in form acceptable to the Company, the Placement Agent and their respective counsel. The Company
represents and warrants that all Information and Offering Materials, including, but not limited to, the Company’s financial statements
and all information incorporated by reference therein, will be complete and correct in all material respects and will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.
The Placement Agent will not distribute any Information or Offering materials that have not been approved by the Company.


 


(b)
It is further agreed that Spencer Clarke will use its reasonable efforts to conduct a due diligence investigation of the Company and
the Company will reasonably cooperate with such investigation as a condition of Spencer Clarke’s obligations hereunder. The Company
recognizes and confirms that the Placement Agent: (i) will use and rely primarily on the Information, the Offering Materials and information
available from generally recognized public sources in performing the Services contemplated by this Agreement without having independently
verified the same; (ii) is authorized as the Placement Agent to transmit to any Prospect a copy or copies of those Offering Materials
and other legal documentation supplied to the Placement Agent for transmission to any prospective investors by or on behalf of the Company
or by any of the Company’s officers, representatives or agents, in connection with the performance of the Placement Agent’s
Services hereunder or any Financing or Transaction contemplated hereby; (iii) does not assume responsibility for the accuracy or completeness
of the Information or the Offering Materials and such other information, if any provided to the Prospects; (iv) will not make an appraisal
of any assets of the Company or the Company in general; and (v) retains the right to continue to perform due diligence of the Company,
its business and its officers and directors during the Term (as defined below).


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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(c)
Throughout the Term (as defined below), Spencer Clarke will keep all information obtained from the Company confidential except: (i)
Information which is otherwise publicly available, or previously known to or obtained by, Spencer Clarke independently of the
Company and without breach of any of Spencer Clarke’s agreements with the Company; (ii) Spencer Clarke may disclose such
information to its officers, directors, employees, agents, representatives, attorneys, and to its other advisors and financial
sources on a need to know basis. This agreement supersedes any prior non-disclosure or confidentiality agreement. No such obligation
of confidentiality shall apply to information that: (i) is in the public domain as of the date hereof or hereafter enters the public
domain without a breach by Spencer Clarke, (ii) was known or became known by Spencer Clarke prior to the Company’s disclosure
thereof to Spencer Clarke, (iii) becomes known to Spencer Clarke from a source other than the Company, who Spencer Clarke believes
can disclose such information other than by the breach of an obligation of confidentiality owed to the Company, (iv) is disclosed by
the Company to a third party without restrictions on its disclosure, (v) is independently developed by Spencer Clarke, (vi) is
required to be disclosed by Spencer Clarke or its officers, directors, employees, agents, attorneys and to its other advisors and
financial sources, pursuant to any order of a court of competent jurisdiction or other governmental body or as may otherwise be
required by law, or (vii) is required to be provided to Prospects pursuant to Spencer Clarke’s efforts to fulfill its
obligations hereunder.


 


(d)
The Company recognizes that in order for Spencer Clarke to perform properly its obligations in a fiduciary and professional manner, the
Company will keep Spencer Clarke informed of and, to the extent practicable, permit Spencer Clarke to participate in, meetings and discussions
between the Company and any third party relating to the matters covered by the terms of Spencer Clarke’s engagement or general
information about the Company relevant to Spencer Clarke or its Prospects. If at any time during the course of Spencer Clarke’s
engagement or during a period in which a Spencer Clarke Prospect is a lender or investor in the Company, and the Company becomes aware
of any material change in any of the information previously furnished to Spencer Clarke, it will promptly advise and provide Spencer
Clarke with updated information.


 


(e)
The Placement Agent acknowledges that the Company has a class of securities quoted on the OTC Markets OTC Pink marketplace and is subject
to the restrictions imposed by Regulation FD under the Securities Exchange Act of 1934, as amended. The Placement Agent agrees that (i)
it will not use the Information for the purpose of trading in the Company’s common stock or any other securities, and will take
all steps necessary to prevent use of the Information for such purpose by its subsidiaries and affiliates and all of their respective
officers, directors, shareholders, employees, agents, advisors, other representatives, and (ii) it will not disclose such Information
to any other party for the purpose of trading in the Company’s common stock


 


(e)
Spencer Clarke’s obligation to assist the Company regarding any Financing and/or Transaction shall be conditioned upon:


 


(i)
Satisfactory completion by Spencer Clarke of its due diligence investigation and analysis of: (a) the Company’s arrangements with
its officers, directors, employees, affiliates, customers, and suppliers, and (b) the audited and unaudited historical financial statements
of the Company; and


 


(ii)
Satisfaction of all the conditions to Closing (as defined below), and receipt of all deliverables, set forth in the Offering Materials.


 


3.
Compensation/Fees:


 


(a)
Upon signing of this Agreement, the Company will pay Spencer Clarke no activation fee.


 


(b)
As consideration for rendering the Services contemplated herein and services that may have been provide prior to this Agreement, the
Company will issue to Spencer Clarke or its designees, non-returnable retainer warrants to purchase 2% of the total shares outstanding
of the common stock of the Company (“Retainer Stock”) as of the execution date of this Agreement. Thereafter, upon the next
capital raise or corporate financing activity of over One million dollars in value, the Company will issue SC warrants to purchase 3%
of the total shares outstanding of the common stock of the Company (collectively, the “Retainer Stock”). These warrants will
entitle Spencer Clarke to purchase Retainer Stock, at an initial exercise price per warrant equal to [ .001] during the five (5)-year
period commencing on the date of execution of this Agreement. These warrants will be evidenced by a customary form of instrument (form
of warrant in Exhibit C); will not be exercisable until at least 6 months and 1 day after the execution date of this Agreement; will
provide for unlimited piggyback registration rights; will contain a cashless exercise provision; and will contain pre-emptive and full
ratchet anti- dilution protection.


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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(c)
In addition, as compensation for Services rendered and to be rendered hereunder by Placement Agent, the Company agrees to pay Placement
Agent at each and any closing of a Financing or Transaction (“Closing”), the fees set forth on Schedule A hereto in consideration
of the Services rendered by the Placement Agent in connection with such Financing or Transaction (collectively, the “Placement
Fees”). Each Financing, Transaction, offering or Closing will require a minimum cash fee of $100,000.


 


4.
Term of Engagement.


 


(a)
This Agreement will take effect upon the initial signing of this Agreement by both Parties (the “Effective Date”) and remain
in effect for SIX (6) months and shall automatically extend for THREE (3) month periods unless SC was given seven (7) days written notice
to cancel prior to any new extension period. This Agreement and Term will extend upon the Closing of any Corporate Financing Activity
as defined in Extensions (Section 9), after which either party shall have the right to terminate it on seven (7) days written notice
to cancel prior to any new extension period. The date of termination or expiration of this Agreement is referred to herein from time
to time as the “Termination Date”. The period of time during which this Agreement remains in effect is referred to herein
from time to time as the “Term”. In the event, however, that in the course of Spencer Clarke’s performance of due diligence
it deems it necessary to terminate the engagement, Spencer Clarke may do so upon immediate written notice. Notwithstanding the foregoing,
this Agreement may be terminated by the Company at any time upon conviction of the Placement Agent’s fraud, illegal or willful
misconduct or gross negligence.


 


(b)
If, within twelve (12) months after the Termination Date, the Company completes any Financing or Transaction or other Corporate Financing
Activity (including the exercise by any person or entity of any options, or convertible securities and warrants issued pursuant to this
Agreement) with any of the Prospect or Investors introduced to the Company by Spencer Clarke or as introduced via a potential financing
by the company, or with any other investor that Spencer Clarke had engaged in discussions with on behalf of the Company, or introduced
to the Company by a party originally introduced to the Company by SC, then the Company will pay to Spencer Clarke upon the Closing of
such Financing or Transaction the compensation set forth in Sections 3(a), 3(b)3(d) and Exhibit A as a “Source Fee”. For
the avoidance of doubt, a mutually approved list of Prospects shall be annexed hereto as Exhibit B.


 


(c)
Notwithstanding anything herein to the contrary, subject to the twelve (12) month limitation described in Section 4(a) above, the obligation
to pay any and all compensation and fees and expenses described in Section 3, this Section 4, Sections 7 and 9-18 and all of the Schedules
and Exhibits attached, hereto (the terms of which are incorporated by reference hereto), will survive any termination or expiration of
this Agreement. The termination of this Agreement shall not affect the Company’s obligation to pay fees to the extent provided
for in Section 3 and all of the Schedules and Exhibits attached herein and shall not affect the Company’s obligation to reimburse
the expenses accruing prior to such termination to the extent provided for herein. All such fees and reimbursements due shall be paid
to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination
Date) or upon a Closing or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 3 hereof).


 


5.
Certain Placement Procedures. The Company and the Placement Agent each represents to the other that it has not taken, and the
Company and the Placement Agent each agrees with the other that it will not take, any action, directly or indirectly, so as to cause
ant Transaction to fail to be entitled to rely upon an exemption from registration otherwise afforded by Section 4(a)(2), or any other
exemption as may have been available, of the Securities Act of 1933, as amended (the “Act”). In effecting any Financing or
Transaction, the Company, and the Placement Agent each agrees to comply in all material respects with applicable provisions of the Act
and any regulations thereunder and any applicable state laws and requirements. In order to induce Spencer Clarke to enter into this Agreement,
the Company agrees that Spencer Clarke may rely upon any representations and warranties made to any Prospect in connection with a Financing
or Transaction (as if fully set forth herein) for its benefit, whether appearing in the Offering Materials or elsewhere, and that all
such representations and warranties shall be true and correct in all material respects, and shall be true and correct in all material
respects as of the date of each Closing. The Company agrees that it shall cause any opinion of its counsel delivered to any Prospect
in connection with the Closing of a Financing or Transaction also to be addressed and delivered to the Placement Agent, or to cause such
counsel to deliver to the Placement Agent a letter authorizing it to rely upon such opinion.


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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6.
Representations, Warranties and Covenants of Spencer Clarke.


 


Spencer
Clarke hereby represents and warrants to, and covenants with, the Company that:


 


(a)
(i) Sales of any securities of the Company to Prospects introduced by the Placement Agent will be made only in such jurisdictions in
which the Placement Agent is a registered broker-dealer; and (ii) the offering and sale of any such securities will be registered under,
or will be exempt from registration under, applicable laws.


 


(ii)
Offers and sales of the securities by the Company to Prospects introduced by the Placement Agent will be made in compliance with the
appropriate securities laws such as Regulation D under the Act and/or Section 4(a)(2) of the Act, and the Placement Agent shall furnish
to each Prospect a copy of the Offering Materials (including all Schedules and Exhibits thereto) prior to the Company accepting any payments
for securities.


 


(b)
The Placement Agent is: (i) a registered broker-dealer under the Securities Exchange Act of 1934, as amended; (ii) a member in good standing
of FINRA; and (iii) registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order for
the Company’s securities to be offered and sold in such jurisdiction.


 


(c)
The Placement Agent will periodically notify the Company of the jurisdiction in which it intends the securities to be offered pursuant
to this Agreement and will periodically notify the Company of the status of the offering conducted pursuant to this Agreement.


 


7.
Indemnification. The Company agrees to indemnify Placement Agent in accordance with the indemnification and other provisions attached
to the Agreement as Exhibit A (the “Indemnification Provisions”), which provisions are incorporated herein by reference and
shall survive the termination or expiration of the Agreement.


 


8.
Other Activities. The Company acknowledges that Spencer Clarke has been, and may in the future be, engaged to provide services
as an underwriter, placement agent, finder, advisor, and investment banker to other companies in the industry in which the Company is
involved. Subject to the confidentiality provisions of Spencer Clarke contained in Section 2 hereof, the Company acknowledges and agrees
that nothing contained in this Agreement shall limit or restrict the right of Spencer Clarke or of any member, manager, officer, employee,
agent or representative of Spencer Clarke, to be a member, manager, partner, officer, director, employee, agent or representative of,
investor in, or to engage in, any other business, whether or not of a similar nature to the Company’s business, nor to limit or
restrict the right of Spencer Clarke to render services of any kind to any other corporation, firm, individual or association; provided
that Spencer Clarke and its members, managers, officers, employees, agents and representatives shall not use the Information to the detriment
of the Company. Spencer Clarke may, but shall not be required to, present opportunities to the Company.


 


9.
Extensions. Upon the Closing of any Financing, Transaction, or other Corporate Finance Activity in excess of $1,000,000 during
the Term or thereafter (as provided for herein), the Company agrees to extend/retain/re-engage Spencer Clarke as its exclusive investment
banker and advisor for twelve (12) months from such Closing. This Agreement and all of its terms, fees and conditions will be used as
the only contract for future extensions unless mutually agreed upon in writing by both parties. This Agreement allows for extensions
up to a maximum of three (3) years.


 


10.
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed as to validity, interpretation, construction,
effect and in all other respects by the internal law of the State of Florida. The Company and Spencer Clarke each (i) agree that any
legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted and heard exclusively in the state
courts located in Broward County, Florida or if a basis for federal jurisdiction exists, the United States District Court for the Southern
District of Florida, Fort Lauderdale Division, (ii) waives any objection to the venue of any such suit, action or proceeding, and the
right to assert that such forum is an inconvenient forum, and (iii) irrevocably consents to the jurisdiction of such courts in any such
suit, action or proceeding. Each of the Company and Spencer Clarke further agrees to accept and acknowledge service of any and all process
that may be served in any such suit, action or proceeding in such courts and agree that service of process upon it mailed by certified
mail in accordance with the notice provisions of this Agreement shall be deemed in every respect effective service of process in any
such suit, action or proceeding. The parties hereby expressly waive all rights to trial by jury in any suit, action or proceeding arising
under this Agreement.


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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11.
Securities Law Compliance. The Company, at its own expense, will obtain any registration or qualification required to sell any
securities under federal or the state Blue-Sky laws of any applicable jurisdictions (including any foreign jurisdiction, if applicable)
within the required time periods.


 


12.
Representations and Warranties. The Company and Spencer Clarke each respectively represent and warrant that: (a) it has full right,
power and authority to enter into this Agreement and to perform all of its obligations hereunder; (b) this Agreement has been duly authorized
and executed and constitutes a legal, valid and binding agreement of such party enforceable in accordance with its terms; and (c) the
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not conflict with or result
in a breach of (i) such party’s certificate of incorporation or by-laws or (ii) any agreement to which such party is a party or
by which any of its property or assets is bound.


 


13
Parties; Assignment; Independent Contractor. This Agreement has been and is made solely for the benefit of Spencer Clarke and
the Company and nothing contained in this Agreement will confer any rights upon, nor will this Agreement be construed to create any rights
in, any person who is not party to such Agreement, other than as set forth in this paragraph. The rights and obligations of either party
under this Agreement may not be assigned without the prior written consent of the other party hereto and any other purported assignment
will be null and void. Spencer Clarke has been retained under this Agreement as an independent contractor, and it is understood and agreed
that this Agreement does not create a fiduciary relationship between Spencer Clarke and the Company or their respective Boards of Directors.
Spencer Clarke shall not be considered to be the agent of the Company for any purpose whatsoever and Spencer Clarke is not granted any
right or authority to assume or create any obligation or liability, express or implied, on the Company’s behalf, or to bind the
Company in any manner whatsoever.


 


14.
Validity. This Agreement contains the entire agreement between the parties hereto. No party has made any statement, agreement,
or representation, either oral or written, in connection herewith, modifying, adding, or changing the terms and conditions herein set
forth. No present or past dealings between the parties shall be permitted to contradict or modify the terms hereof. No modification of
this Agreement shall be binding unless such modification is in writing and signed by the parties hereto. In case any term of this Agreement
will be held invalid, illegal, or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement will not
in any way be affected thereby.


 


15.
Counterparts. This Agreement may be executed in counterparts and each of such counterparts will for all purposes be deemed to
be an original, and such counterparts will together constitute one and the same instrument.


 


16.
Notices. All notices and other communications required or permitted to be given hereunder must be in writing, in English, and
delivered either (a) personally (only by a credible service agency), (b) by certified mail, postage prepaid, return receipt requested,
(c) by overnight mail with a nationally recognized overnight courier with tracking capability, in each such case to the addresses set
forth below or such other address as a party may notify the other party via notice served in accordance herewith, or (d) for notices
other than those regarding indemnification or breach, by electronic mail to the address set forth below. Notices sent in accordance with
this paragraph will be effective (i) for methods (a) through (c), on the date of delivery or refusal of delivery (as confirmed by the
return receipt or tracking information, as applicable), and (ii) for method (d), upon the sender’s receipt of a reply email from
or on behalf of the intended recipient or other written or electronic acknowledgment or confirmation of such notice by or on behalf of
the intended recipient:


 


	To the Company:	 	 
	 	 	 
	 	 	Global Diversified Marketing Group Inc.
	 	 	(Operates through its wholly owned subsidiary Global Diversified Holdings, Inc.)
	 	 	Attention: Paul Adler, President, CEO and CFO
	 	 	4042 Austin Blvd, Suite B
	 	 	Island Park, NY 11558
	 	 	Email: paul@gdmginc.com
	 	 	 
	With a copy to:	 	The Crone Law Group, P.C.
	 	 	Eric C. Mendelson, Partner
	 	 	420 Lexington Avenue, Suite 2446
	 	 	New York, NY 10170
	 	 	Email: emendelson@cronelawgroup.com
	 	 	 
	To Spencer Clarke:	 	 Spencer Clarke LLC
	 	 	1111 Lincoln Road Suite 500
	 	 	Miami Beach. FL 33139
	 	 	Attention: Reid Drescher, Chief Executive Officer
	 	 	Email: RDrescher@SpencerClarke.com




 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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17. Best
Efforts Engagement and Exclusivity. It is expressly understood and acknowledged that Spencer Clarke’s Engagement/Agreement
hereunder does not constitute any commitment, express or implied, on the part of Spencer Clarke or of any of its affiliates to
purchase or place any of the Company’s securities or to provide any type of financing and that any Financing or Transaction
will be conducted by Spencer Clarke on a “reasonable efforts” basis. Exclusivity: As defined here, the term
“Exclusive” shall mean neither the Company nor any of its officers, directors, employees, subsidiaries, agents or
representatives (“Representative”) will, directly or indirectly solicit or otherwise encourage or accept the submission
of any proposal or offer (“Investment Proposal”) from any person or entity relating to any issuance of the
Company’s equity, debt, or equity-linked securities (including warrants) or participate in any discussions regarding any joint
venture or merger or acquisition activity without the written pre-approval of Spencer Clarke LLC. The Company will immediately cease
all contacts, discussion, and negotiations with third parties regarding any Investment Proposal and, during the Term, will promptly
inform SC of any unsolicited Investment Proposals or communications received by the Company or its Representatives.


 


18.
Announcements. The Company agrees that Spencer Clarke shall, upon completion of any Financing, Transaction, Corporate Finance
Activity or portion thereof, have the right to place advertisements or announcements on its website or marketing materials or in financial
and other newspapers and journals at its own expense describing its services provided to the Company hereunder. The Company further agrees
that it shall not issue any press release in connection with any Financing, Transaction, Corporate Finance Activity without Spencer Clarke’s
prior written approval of such press release. The Company announce any Financing, Transaction, Corporate Finance Activity as required
by law; provided, however, that Spencer Clarke’s counsel shall have the right to review and comment on any Current Report on Form
8-K regarding any Financing, Transaction, Corporate Finance Activity completed hereunder that is prepared by or on behalf of the Company
before the same is filed with the SEC.


 


(Signature
Page Follows)


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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If
you are in agreement with the foregoing, please execute and return two copies of this engagement letter to the undersigned. This Agreement
may be executed in counterparts, electronic mail and by facsimile transmission.


 


	 	Sincerely
    yours,
	 	 	 
	 	SPENCER
    CLARKE LLC
	 	 	 
	 	
	 	Name:	Reid
    Drescher                             
	 	Title:	President
    & CEO


 


Agreed
to and accepted this 11th day of November 2022:


 


GLOBAL
DIVERSIFIED MARKETING GROUP INC.


(OPERATES
THROUGH ITS WHOLLY OWNED SUBSIDIARY GLOBAL DIVERSIFIED HOLDINGS, INC.)


 


	By:	Paul
    Adler	 
	 	 	 
	Name:	PAUL
    ADLER PRESIDENT, CEO & CFO	 


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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Schedule
A


Equity/Debt/Warrant Placement Fees


 


As
compensation for Services rendered and to be rendered hereunder by Placement Agent, or for any Corporate Finance Activity pursuant to
this Agreement, the Company agrees to pay Placement Agent for each and any Financing or Transaction, capital raise or corporate financing
activity (“Closing”), the following fees in consideration of the Services rendered by the Placement Agent in connection therewith
(collectively, the “Placement Fees”).


 


	 		 	

                                                                               

                                                                              Equity / Convertible Preferred / Convertible Debt Placement Success Fee (“Equity Placement”). Upon the Closing of an equity placement, equity linked or its equivalent, including warrant exercises, Spencer Clarke shall be entitled to and have earned and be immediately paid a success fee, in cash, for any and all financings to the Company in an amount equal to a % of the total gross amount raised or committed by any source of the financing. The % success fee will be: 10.00% (ten percent) on the first $4 million of each gross financing value; 8% (eight percent) on the next $4 million of each such financing, and then 6% (six percent) cash fee on all money and commitments above $10 million per financing. Equity Placement will include any debt structure that has any equity or warrant component. Fees shall be paid at each Closing.

	 	 	 	 
	 		 	

                                                                               

                                                                              Regulation A Offerings (Reg A): Notwithstanding the foregoing, upon the Closing of a Regulation A Offering (as defined under the Act), the percentage success fee for each Closing will be a 5% cash fee and a 5% warrant fee as per the Warrant Coverage section. The Regulation A offering will have No other fees or offsets. No proceeds from the Reg A offering will used to satisfy any outstanding obligations, nor monthly advisory fees.

	 	 	 	 
	 		 	

                                                                               

                                                                              Debt Offering / Mezzanine Credit Facility/Equipment Financing or Senior Debt Facility (“Mezzanine Credit Facility”) Fee: Upon the closing of a Mezzanine Credit Facility, Spencer Clarke will have earned, be entitled to and thus be immediately paid a success fee for any and all financing sources, in an amount equal to 6% (six percent) of the maximum amount for the mezzanine credit facility committed by the source of the financing. The term “Mezzanine Credit Facility” shall be defined as any debt instrument/credit facility (including any equipment loan, sale/lease back transaction, or any related financing agreement) which may be, but not necessarily subordinated to any security interest by any other lender in any asset or stock of the company, its subsidiaries and/or affiliates, and may other forms of yield enhancement in addition to a current cash pay interest coupon.

	 	 	 	 
	 		 	

                                                                               

                                                                              3(a)10 financings: Upon the Closing of a Qualified Transaction consisting of a 3(a)10 financing (as defined under the Act),the Company agrees to pay Placement Agent a cash fee of 8% of the face value of the claims purchased in such financing having a face value of up to $500,000; and 6% of the face value of the claims purchased in such financing having a face value between $500,000 and $ 1 million; and 5% of the face value of the claims purchased in such financing having a face value of over $1 million. (Additional placement agreement may be required)

	 	 	 	 
	 		 	

                                                                               

                                                                              Bank Debt: Upon the Closing of a bank debt transaction, the company will pay a cash fee of 1.5% on commitment amounts up to $10 million, and a 1% cash fee thereafter, due at initial Closing.

	 	 	 	 
	 		 	

                                                                               

                                                                              Non-Accountable Expense Allowance. In addition to the other fees payable, Spencer Clarke will be entitled to and have earned and be immediately paid a non-accountable expense allowance, in cash, (the “Non-Accountable Fee”) upon each Closing equal to 2% of the first 2 million dollars raised in each Closing (Closings include amounts raised via conversion of existing indebtedness of the Company or exercise of cash warrants). Non-Accountable Fees are excluded and shall not be payable for any offerings pursuant to Regulation A promulgated under the Securities Act of 1933, as amended.

	 	 	 	 
	 		 	

                                                                               

                                                                              Warrant Coverage: In addition to the other fees payable the Company agrees to issue to Spencer Clarke (or its designated affiliates or assignees)(“Holder”), upon the closing of any financing, issuances, warrant exercise or corporate finance activity, a five (5) year non-callable, cashless warrants for private companies or a five (5) year cashless non-callable warrant for public companies (“Warrants”) equal to ten percent (10%) of the Transaction value or capital/debt committed, warrants issued or exercised, debt incurred or Mezzanine Credit Facility that is secured. Warrants will exercisable into common stock of the Company issuable to Spencer Clarke or its designee, based on the lower strike price of the full net valuation of said financing, including all components of the financing or the current estimated market capitalization price of the Company which may be lower than investor strike prices. Warrants issued on warrants will be issued pari passu with other participating investor warrants, not withstanding any of other provision in this agreement and calculated on a fully diluted basis. Warrants granted based on transaction valuation will contain the provisions of the SC warrant template attached in Exhibit C.



 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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	 	 	 	The
    Company will be responsible to disclose to investors of all placement agent compensation. The Company shall also reserve, and at
    all times have available, a sufficient number of shares of its common stock to be issued upon the exercise of the Warrants. The Company
    shall also grant unlimited “piggy back” registration rights, at the Company’s expense, and to include the shares
    of the underlying Common Stock in any registration statement filed by the Company under the Securities Act of 1933 relating to the
    sales of shares of common stock or other securities of the Company. The company will provide any documents needed to issue, convert,
    or exercise such warrants. At the Company’s expense, any legal opinions on any issued shares or warrants will be paid for or
    provided. Issuance of certificates for Warrant or Shares shall be made without charge to the Placement Agent/Holder for any issue
    or transfer tax or other incidental expense in respect of the issuance of such certificate including any charges of any clearing
    firm, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder
    or in such name or names as may be directed by the Holder. (See Exhibit C)
	 	 	 	 
	 		 	

                                                                               

                                                                              Expenses: In addition to any fees payable to Spencer Clarke hereunder, the Company shall reimburse Spencer Clarke for all reasonable and documented out-of-pocket expenses (including, without limitation, fees and disbursements of counsel and all travel and other out-of-pocket expenses) incurred by Spencer Clarke in connection with its engagement hereunder; provided, however, that the Placement Agent shall obtain prior written approval from the President of the Company for any and all expense items which are in excess of $1,500. All fees and expenses are due as incurred.

	 	 	 	 
	 		 	

                                                                               

                                                                              Filing Fees. The Company shall assist and cooperate with legal counsel to Spencer Clarke in effecting a filing with respect to any public offering if a registration statement is filed in connection with any Transaction (an “Issuer Filing”) with the Financial Industry Regulatory Authority (“FINRA”) Corporate Financing Department pursuant to FINRA Rule 5110 and the Company shall pay the filing fee required by any such Issuer related Filings and the fees and expenses of counsel to Spencer Clarke in connection with any Issuer related Filing and clearing such filing with FINRA. The Company shall assist legal counsel to Spencer Clarke in pursuing the Issuer Filing until FINRA issues a letter confirming that it does not object to the terms of the offering contemplated by such registration statement.

	 	 	 	 
	 		 	

                                                                               

                                                                              Business Agreement Fee. The Company agrees that should any joint venture be consummated, or any manufacturing, production, distribution or joint development agreement(s) or any other sales or business arrangements that generate revenue or value, be entered into by the Company as a result of introductions arranged by, negotiations performed by, or other efforts of Spencer Clarke outside of the scope of the services above, The Company will pay to Spencer Clarke an industry-standard commission on the total consideration actually received or benefits actually derived from such transaction(s) by the Company at any time.

	 	 	 	 
	 		 	

                                                                               

                                                                              Non-Financings: In the event that the Issuer proceeds with a non-financing transaction with one or more Introduced Parties, then prior to closing the Issuer and SC shall mutually agree upon compensation payable to SC which may include an ownership interest in the resulting licensed, joint venture and/or merged/acquiring entity. In the event the Issuer completes a non-financing transaction with an Introduced Party, without first agreeing with SC on the fee for the non-financing transaction, then SC shall be entitled to receive a cash fee equal to 10% of any licensing fees or Value payable upon receipt by the licensor, a cash fee equal to 10% of the value of the Issuer related portion of the surviving entity resulting from any merger or acquisition payable upon closing of the transaction and, in the case of a joint venture, equal to 10% of SC’s ownership portion of the joint venture.

	 	 	 	 
	 		 	

                                                                               

                                                                              Payment Authorization: The Company authorizes Success Fee’s to be deducted from the Transaction Proceeds by the Financing Party (investor or financier), and the Financing Party will remit the Success Fee’s directly to SC on Company’s behalf. In addition, prior to closing of any Corporate Financing Activity, if requested, the Company will sign a payment authorization letter, in a form to be prepared at the sole discretion of SC, irrevocably instructing the source of the Financing to deduct the Success Fees due to SC from the financing and to remit those Success Fees directly to SC.

	 	 	 	 
	 		 	

                                                                               

                                                                              Merger or Acquisition Success Fee. Upon the Closing of a sale, acquisition, divestiture, merger, or other business combination, or other similar buy or sell side transaction involving the Company and any other party/entity, then the Company shall pay Spencer Clarke a fee (the “M&A Fee”) in an amount equal to a 4% (four percent) of the Aggregate Value of the transaction for acting as its advisor and placement agent. For purposes hereof, “Aggregate Value” is defined as the aggregate purchase price or value of the transaction plus any assumed debt of the target company or companies, forgiveness of debt, extraordinary dividends and any other consideration (in the form of compensation, stock purchase price or otherwise) paid to security holders, executives, or family members of security holders or executives, in connection with the transaction, including, but not limited to, any contingent consideration, post-closing payments, the value (as measured by the excess of acquisition price over exercise price or conversion price) of all unexercised options, warrants or other convertible securities assumed or acquired. The M&A Fee will consist of the same consideration as the Aggregate Value. The cash portion of the M & A Fee will be at least $100,000 and not offset the equity portion. The Company will pay all M&A Fees to Spencer Clarke immediately upon closing of the transaction, and at such other times subsequent to that closing when additional amounts of the Aggregate Value of the total transaction are received that were not previously calculated during the extension period. Any or each Financing or M&A Transaction will trigger extension of exclusivity of all investment banking and corporate finance and advisory services.

	 	 	 	 
	 		 	

                                                                               

                                                                              Discounted/Premium Cash Success Fee: If any Corporate Finance Activity is consummated within the first 60 days of the Engagement, with select Company referred Prospects that are listed in Exhibit B, the Company will have a 50% discount of such Placement Fees otherwise owed hereunder.



 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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Exhibit
A


 


INDEMNIFICATION
PROVISIONS


 


Capitalized
terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached.


 


The
Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from
and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements,
and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the
costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding
or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),
directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting for
the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance
or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions
are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement
or the subscription or securities purchase agreement with the investors (or in any instrument, document or agreement relating thereto,
including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions,
except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further
appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification
hereunder.


 


The
Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent
that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from (a) such Indemnified Party’s gross negligence or willful misconduct, or (b) the breach of any representation,
warranty or covenant by the Placement Agent under this Agreement.


 


These
Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent,
its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within
the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal
counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability which
the Company may otherwise have to any Indemnified Party.


 


If
any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall
notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the
Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain one counsel
of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel
shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the
Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written
consent. The Company shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default
or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional
term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect
of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement
with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified
Party.


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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Exhibit
A (pg2)


 


INDEMNIFICATION
PROVISIONS


 


In
order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is
made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification
may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company
shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by
the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii)
if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to
reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the
other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations.
No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable
for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders,
subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection
with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent
in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified
Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement.


 


Neither
termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force
and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit
of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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Exhibit
B: COMPANY PROSPECT LIST


 


Exhibit
C: FORM OF WARRANT ATTACHED


 


END


 


www.SpencerClarke.com
1111 Lincoln Road Suite 500 Miami Beach, FL 33154 Tel 305-600-3268/Fax 212.446.6191/Compliance@SpencerClarke.com


 




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