Exhibit 10.1


  


AMENDMENT TO JOINT VENTURE AND TERRITORIAL
LICENSE AGREEMENT


by and between


TOKENIZE-IT S. A.


and


GBT TECHNOLOGIES INC.


and


GBT TOKENNIZE CORP.


 


AMENDMENT JOINT VENTURE AGREEMENT AND TERRITORIAL
LICENSE AGREEMENT


 


This AMENDMENT TO
JOINT VENTURE AGREEMENT (“Agreement”) executed on March 6, 2020 (“Original JV”), is made of as of May 28, 2021
by and between TOKENIZE-IT S.A.., a Costa Rica company (“TOKENIZE”) and GBT TECHNOLOGIES INC., a Nevada corporation
via its designated wholly owned subsidiary Greenwich International Holdings, a Costa Rica corporation (“GBT”) and GBT TOKENIZE
CORP (“GBT/TOKENIZE”). TOKENIZE, GBT and GBT/TOKENIZE are hereinafter also referred to collectively as the “Parties”
and individually as a “Party.” This Agreement includes three parts and incorporates the following agreements:


RECITALS


A.       TOKENIZE
and GBT established a Joint Venture on or about March 6, 2020, where in essence TOKENIZE provided knowledge and license for certain technology
to GBT/TOKENIZE which was restricted to California only (“Technology Portfolio or TP”).


B.       Based
on said TP, GBT/TOKENIZE developed certain vital device fully functioned and produced the first 5 working prototypes (“qTerm”).


C.       The
Parties agree that the license terms should be increased to include the entire continental United States.


D.        GBT/TOKENIZE
prepared an internal business plan which indicate a potential 5 years net present value of $34.2 million to the qTerm (“qTerm B
plan”).


D.        GBT
contributed, per the Original JV, One Hundred Million of its common shares of common stock to GBT/TOKENIZE. Per the qTerm B plan, the
50% interest in GBT/TOKENIZE is estimated to be valued at $16.2 million. Based on GBT’s common share price of $0.02 , GBT is required
to contribute an additional eight hundred million shares of common stock of GBT, representing the need for issuance additional seven hundred
million of GBT’s shares of common stock to the benefit of GBT/TOKENIZE.


NOW THEREFORE,
for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:



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ALL TERMS OF THE ORIGINNAL JV AGREEMENNT
TO REMAIN THE SAME, OTHER THAN AMENDING # 3.2 AND ADDING THE FOLLOWING PARAGRAPH NUMBERED AS 3.3.1


		3.2	Services and Duties.



TOKENIZE shall provide
Company with licensed technology and expertise, as requested and mutually agreed to by Company and TOKENIZE. The License to TOKENIZE TP,
been provided as an exclusive license to the TP, throughout the Entire continental United States for the invented product/service and
the related platforms relating to the Technology (the "Licensed Item") and to use the know how to develop, manufacture,
sell, market and distribute the Licensed Item throughout the United States of America. Upon generating any revenue from this Agreement,
the Joint Venture will earn the first right of refusal for other territories outside the USA.


GBT shall provide
Company with financing as described below in Section 3.3 (a)(ii).


		3.3.1	Further Capitalization.



Upon completion of
5 working qTerm’s prototypes, GBT that subscribed for 10,000 shares of Common Stock, representing a one-half (50%) GBT/TOKENIZE
Interest, GBT’s consideration for the Company’s shares (50% of Company) shall be issuance to the benefit of the JV Establishment
Additional 700,000,000 common shares of GBT (where in cumulative GBT/TOKENIZE will own 800,000,000 GBT’s common stocks –
since 100,000,000 been issued already).


IN WITNESS WHEREOF,
the Parties have caused their respective duly authorized representatives to execute this Agreement as of the Effective Date. 


 


 


 


GBT TECHNOLOGIES INC.


 


 


 


Dated: May 28, 2021


By____________________________




Mansour Khatib


Its:Chief Executive Officer


 


 


TOKENIZE IT S.A.


 


 


Dated: May 28, 2021


By____________________________





Pablo Gonzalez


Its:Chief Executive Officer


 


 


 


GBT TOKENIZE CORP.


 


 





Dated: May 28, 2021


By____________________________




Mansour Khatib


Its:Chief Executive Officer






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