Exhibit
10.1


 


SECURITIES PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 26, 2021, by and between GBT TECHNOLOGIES INC.,
a Nevada corporation, with its address at 2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404 (the “Company”), and REDSTART
HOLDINGS CORP., a New York corporation, with its address at 1188 Willis Avenue, Albertson, New York 11507
(the “Buyer”).


 


WHEREAS:


 


A.                
The Company and the Buyer are executing and delivering
this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the
United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
Act”); and


 


B.                  
Buyer desires to purchase and the Company desires to
issue and sell, upon the terms and conditions set forth in this Agreement a convertible note of the Company, in the form attached hereto
as Exhibit A, in the aggregate principal amount of $106,200.00 (together with any note(s) issued in replacement thereof or as a dividend
thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common
stock, $0.00001 par value per share, of the Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Note.


 


NOW THEREFORE, the
Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.                  
Purchase and Sale of Note.


 


a.                    
Purchase of Note. On the Closing Date (as defined
below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note
as is set forth immediately below the Buyer’s name on the signature pages hereto.


 


b.                    
Form of Payment. On the Closing Date (as defined
below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase
Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions,
against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name
on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against
delivery of such Purchase Price.


 


c.                     
Closing Date. Subject to the satisfaction (or
written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the
Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about May 27, 2021,
or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall
occur on the Closing Date at such location as may be agreed to by the parties.


 






    


     


    

 


2.                  
Buyer’s Representations and Warranties.
The Buyer represents and warrants to the Company that:


 


a.                     
Investment Purpose. As of the date hereof, the
Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such shares
of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or
exempted from registration under the 1933 Act.


 


b.                   
Accredited Investor Status. The Buyer is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).


 


c.                     
Reliance on Exemptions. The Buyer understands
that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine
the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.


 


d.                    
Information. The Company has not disclosed to
the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public
prior to or promptly following such disclosure to the Buyer.


 


e.                    
Legends. The Buyer understands that the Note and,
until such time as the Conversion Shares have been registered under the 1933 Act; or may be sold pursuant to an applicable exemption from
registration, the Conversion Shares may bear a restrictive legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)
THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”


 






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The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to
the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be
accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant
to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2
of the Note.


 


f.                     
Authorization; Enforcement. This Agreement has
been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes
a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


3.                  
Representations and Warranties of the Company.
The Company represents and warrants to the Buyer that:


 


a.                     
Organization and Qualification. The Company and
each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate
its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means
any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any
equity or other ownership interest.


 


b.                    
Authorization; Enforcement. (i) The Company has
all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated
hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this
Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation,
the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board
of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the
other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.


 






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c.                     
Capitalization. As of the date hereof, the authorized
common stock of the Company consists of 100,000,000,000 authorized shares of Common Stock, $1e-05 par value per share, of which 493,110,305
shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly
issued, fully paid and non-assessable. .


 


d.                    
Issuance of Shares. The Conversion Shares are
duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued,
fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not
be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the
holder thereof.


 


e.                     
No Conflicts. The execution, delivery and performance
of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation
of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which
the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company
or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or
any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its
Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation
of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect
on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or
on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.


 






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f.                      
SEC Documents; Financial Statements. The Company
has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the
date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such
documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request
the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents.
As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and
none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or
updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position
of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject
to the reporting requirements of the 1934 Act.


 


g.                    
Absence of Certain Changes. Since March 31, 2021,
except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the
Company or any of its Subsidiaries.


 


h.                     
Absence of Litigation. Except as set forth in
the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against
or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material
Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


i.                       
No Integrated Offering. Neither the Company, nor
any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security
or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of
the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s
securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.


 


j.                       
No Brokers. The Company has taken no action which
would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement
or the transactions contemplated hereby.


 






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k.                     
No Investment Company. The Company is not, and
upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required
to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment
Company.


 


l.                      
Breach of Representations and Warranties by the Company.
If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available
to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.


 


4.                  
COVENANTS.


 


a.                   
Best Efforts. The Company shall use its best efforts
to satisfy timely each of the conditions described in Section 7 of this Agreement.


 


b.                    
Form D; Blue Sky Laws. The Company agrees to timely
make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this Agreement.


 


c.                    
Use of Proceeds. The Company shall use the proceeds
for general working capital purposes.


 


d.                    
Expenses. At the Closing, the Company’s
obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $3,500.00 for
Buyer’s legal fees and due diligence fee.


 


e.                     
Corporate Existence. So long as the Buyer beneficially
owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets,
except with the prior written consent of the Buyer.


 


f.                      
Breach of Covenants. If the Company breaches any
of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an event of default under Section 3.4 of the Note.


 


g.                    
Failure to Comply with the 1934 Act. So long as
the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall
continue to be subject to the reporting requirements of the 1934 Act.


 


h.                    
Trading Activities. Neither the Buyer nor its
affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause
its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.


 






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i.                      
Right of First Refusal. Unless it shall have first
delivered to the Buyer, at least forty eight (48) hours prior to the closing of such Future Offering (as defined herein), written notice
describing the proposed Future Offering (“ROFR Notice”), including the terms and conditions thereof, identity of the proposed
purchaser and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer an option during the
forty eight (48) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the
same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively
referred to as the “Right of First Refusal”), the Company will not conduct any equity (or debt with an equity component) financing
in an amount less than $150,000 (“Future Offering(s)”) during the period beginning on the Closing Date and ending nine (9)
months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after
delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing
the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the forty eight
(48) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms
as contemplated by such proposed Future Offering, as amended. Notwithstanding anything contained herein to the contrary, any subsequent
offer by an investor, or an affiliate of such investor, identified on an ROFR Notice is subject to this Section 4(i) and the Right of
First Refusal.


 


j.                      
The Buyer is Not a “Dealer”. The Buyer
and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist;
(iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such as providing investment
advice, extending credit and lending securities in connection; and thus that the Buyer is not a “Dealer” as such term is defined
in the 1934 Act.


 


5.                  
Transfer Agent Instructions. The Company shall
issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the
Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance
with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace
its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer
Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably
reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company
and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold
pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this
Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section
5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and
records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to
transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate
for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note
and this


 






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Agreement;
and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent
from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion
Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement.
If the Buyer provides the Company and the Company’s transfer agent, at the cost of the Buyer, with an opinion of counsel in form,
substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities
may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares,
promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations
as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond
or other security being required.


 


6.                  
Conditions to the Company’s Obligation to Sell.
The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before
the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit
and may be waived by the Company at any time in its sole discretion:


 


a.                     
The Buyer shall have executed this Agreement and delivered
the same to


 


the Company.


 


b.                    
The Buyer shall have delivered the Purchase Price in
accordance with


 


Section 1(b) above.


 


c.                    
The representations and warranties of the Buyer shall
be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for
representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer
at or prior to the Closing Date.


 


d.                    
No litigation, statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of
competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation
of any of the transactions contemplated by this Agreement.


 






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7.                  
Conditions to The Buyer’s Obligation to Purchase.
The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date
of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer
at any time in its sole discretion:


 


a.                     
The Company shall have executed this Agreement and delivered
the


 


same to the Buyer.


 


b.                    
The Company shall have delivered to the Buyer the duly
executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.


 


c.                     
The Irrevocable Transfer Agent Instructions, in form
and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.


 


d.                    
The representations and warranties of the Company shall
be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for
representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer
of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the
Buyer including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions
contemplated hereby.


 


e.                    
No litigation, statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of
competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation
of any of the transactions contemplated by this Agreement.


 


f.                      
No event shall have occurred which could reasonably
be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of
the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 






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8.                  
Governing Law; Miscellaneous.


 


a.                     
Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts
of New York or in the federal courts located in the Eastern District of New York. The parties to this Agreement hereby irrevocably waive
any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any
other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


b.                     
Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party.


 


c.                     
Headings. The headings of this Agreement are for
convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.


 


d.                   
Severability. In the event that any provision
of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.


 


e.                    
Entire Agreement; Amendments. This Agreement and
the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant
or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing
signed by the majority in interest of the Buyer.


 






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f.                  
Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall
be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered
by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, email or facsimile, addressed as
set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall
not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile:
516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change
in address.


 


g.                   
Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign
this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the
Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its
“affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.


 


h.                    
Survival. The representations and warranties of
the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence
investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers,
directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of
any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement,
including advancement of expenses as they are incurred.


 


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


 


j.                      
No Strict Construction. The language used in this
Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.


 


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


 


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IN WITNESS
WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	GBT
TECHNOLOGIES INC.	 
	 	 	 
	By:	 	 
	 	Mansour Khatib	 
	 	Chief Executive Officer	 
	 	 	 
	REDSTART
HOLDINGS CORP.	 
	 	 	 
	By:	 	 
	 	Gregg B. Solomon	 
	 	President	 



 


	AGGREGATE SUBSCRIPTION AMOUNT:	 	 
	Aggregate Purchase Price:	 	$	88,500.00	 
	Original Issue Discount:	 	$	17,700.00	 
	Aggregate Principal Amount of Note:	 	$	106,200.00	 



 


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