GUARANTEE FEE,
INDEMNIFICATION, AND SECURITY AGREEMENT
This GUARANTEE FEE AND
INDEMNIFICATION AGREEMENT (as amended from time to time, this "
Agreement "), dated as of July __, 2008, is made and entered
into by and between GLOBAL DIVERSIFIED INDUSTRIES, INC. , a
corporation organized and existing under the laws of the State of
Nevada (the " GDIV "), GLOBAL MODULAR, INC. , a
corporation organized and existing under the laws of the State of
Nevada (“GMI”), LUTREX ENTERPRISES, INC. , a
corporation organized and existing under the laws of the
State of California (individually, “ LUTREX ”,
and collectively with GDIV and GMI, the “ Companies
”), and REBECCA MANANDIC , an individual, and
JOSEPH SALMERI , an individual (individually,
a “ Guarantor ” and collectively, the
“ Guarantors ”).
W I T N E S S E T H:
--------------------
WHEREAS, the Companies have
obtained, from time to time, certain performance and surety bonds
and other third party loans in the aggregate maximum principal
amount of up to $10,000,000 Dollars (the " Obligations ");
and
WHEREAS, to provide additional
credit support to the Bank for the payment of the Obligations, the
Guarantors have, from time to time, guaranteed repayment of the
Obligations and related Matters (collectively, the “
Guarantees ”); and
WHEREAS, in consideration of the
Guarantors entering into and continuing the Guarantees, GDIV has
agreed to issue to the Guarantors the Warrants (as defined below);
and
NOW, THEREFORE, in consideration of
the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
ISSUANCE OF WARRANTS
.
Section
1.1
Issuance of Warrants . In consideration of
the continuation by the Guarantors
of Guarantees existing as of the date hereof, and in
consideration for the Guarantors agreeing to enter into and
continue guarantees of performance and surety bonds which may be
necessary for the operation of GDIV’s business in the future,
GDIV, on even date herewith, shall issue to each Guarantor a common
stock purchase warrant certificate, in the form attached hereto as
Exhibit A .
ARTICLE II
INDEMNIFICATION AND
SECURITY
2.1
Indemnification by Companies . Companies agree to defend,
indemnify and hold harmless the Guarantors and shall reimburse the
Guarantors for, from and against each claim, loss, liability, cost
and expense (including without limitation, interest, penalties,
costs of preparation and investigation, and the reasonable fees,
disbursements and expenses of attorneys, accountants and other
professional advisors) (collectively, “ Losses
”) directly or indirectly relating to, resulting from or
arising out of the Guarantees.
2.2
Security. To secure the obligation set forth in Section 2.1
above, the Companies, jointly and severally, hereby grant to
Guarantors a security interest in all “ Collateral” as
defined below. As used in this Agreement, “
Collateral ” means all personal property of the
Companies, whether presently owned or existing or hereafter
acquired or coming into existence, wherever situated, and all
additions and accessions thereto and all substitutions and
replacements thereof, and all proceeds, products and accounts
thereof, including, without limitation, all proceeds from the sale,
lease, license, or transfer of the Collateral and of insurance
covering the same and of any tort claims in connection therewith,
including: (i) all
