Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (the “Agreement”) effective this, the 31st day of March, 2021 (the “Effective
Date”) is entered into, by, and between Global Tech Industries Group, Inc., a corporation organized under the laws of the
State of Nevada, with its principal place of business at 511 Sixth Avenue, Suite 800 New York, NY 10011 (“GTII”),
and Nikolay Bitsenko, Michael Andreyev, and Igor Kirzhner (collectively the “Sellers”, individually a “Seller”).
The entities and individuals entering into this to this Agreement maybe referred to individually as a “Party” or collectively
as the “Parties”.


 


WHEREAS,
the Sellers own all of the issued and outstanding common stock of Bronx Family Eye Care, Inc. (“BFE”), a corporation
organized under the laws of the State of New York, having a principal place of business at 2336 Grand Concourse Avenue, Bronx,
NY 10458; and


 


WHEREAS,
GTII and Sellers executed a binding letter of intent on March 21, 2021; which letter of intent is incorporated by reference herein;
and


 


WHEREAS,
the Seller desires to sell to GTII, and GTII desires to acquire from the Sellers, in consideration for the issuance by GTII of
2,650,000 newly issued shares of GTII common stock (the “GTII” Stock), all of the issued and outstanding common stock
of BFE (the “BFE Stock”).


 
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties
to this Agreement, and in light of the above recitals, the Parties to this Agreement hereby agree as follows:


 


	1.	Sale
    AND PURCHASE.


 


	 	a.	Sale
    and Purchase of Stock. In consideration for the Purchase Price (as defined in Section 1.b, below, of this Agreement) and
    the other covenants of GTII in this Agreement, Sellers agree to sell to GTII, and GTII agrees to purchase from Sellers, on
    the Closing Date (as defined in Section 2 of this Agreement, all 200 shares of the BFE Stock, representing 100% of the total
    issued and outstanding capital stock and equity ownership interest in BFE.
	 	 	 
	 	b.	Purchase
    Price. As consideration for the sale by Sellers of the BFE Stock, GTII will issue and pay to Sellers, at the closing the
    aggregate amount of 2,650,000 shares of GTII’s common stock (the “Purchase Price”), issuable as follows:


 




    	 



    	 



    

 


	 	i.
    Nikolay Bitsenko:	1,351,500
    shares of the GTII Stock
	 	 	 
	 	ii. Michael
    Andreyev:	914,250
    shares of the GTII Stock
	 	 	 
	 	iii. Igor
    Kirzhner:	384,
    250 shares of the GTII Stock


 


	 	c.	Legend.
    The certificates evidencing the GTII Stock will bear the following legend:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND
STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF
THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT
TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE
STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION,
QUALIFICATION OR APPROVAL IS NOT REQUIRED.”


 


	 	d.	Non-Distributive
    Covenant. Sellers agree that they will not, individually or collectively, offer for sale any of the GTII Stock issued
    pursuant to this Agreement until the expiration of 12 months from the issuance date thereof, except that


 


	 	i.	Nothing
    herein shall be considered as a bar to the participation of any Seller as a seller in a public offering by GTII.


 


	2.	closing.


 


	 	a.	Time
    and Place of Closing. Closing shall take place virtually no later than March 31, 2021, unless extended in writing by GTII
    and Sellers.
	 	 	 
	 	b.	Actions
    at Closing. At Closing, the following shall take place:


 


	 	i.	GTII
    will instruct its transfer agent to cause to be issued the GTII Shares as set forth in 1, b., above;
	 	ii.	Sellers
    will tender to GTII a stock certificate or other documentation evidencing ownership of the BFE Stock by GTII;


 




    	 



    	 



    

 


	 	iii.	Sellers
    will deliver to GTII copies of necessary resolutions of the Board of Directors of BFE authorizing the execution, delivery,
    and performance of this Agreement, which resolutions have been certified by an officer of BFE as being valid and in full force
    and effect.
	 	iv.	GTII
    will deliver to BFE copies of (1) corporate resolutions of the Board of Directors of GTII authorizing the execution, delivery
    and performance of this Agreement; (2) creation of a subsidiary of GTII called Bronx Family Eye Care, Inc. (the “GTII
    Sub”); (3) appointment of Nikolay Bitsenko as the GTII Sub’s Chief Executive Officer; and other agreements contemplated
    by this Agreement, which resolutions have been certified by an officer of GTII as being valid and in full force and effect.
	 	v.	Delivery
    of any additional documents or instruments as a Party may reasonably request or as may be necessary to evidence and effect
    this Agreement, including but not limited to copies of the front and back of each Sellers driver’s license, current
    primary residence, and social security number.


 


	3.	REPRESENTATIONS
    AND WARRANTIES OF BFE AND SELLERS. Sellers, on behalf of BFE and themselves, represent and warrant as follows:


 


	 	a.	Power
    and Authority. Sellers and BFE have full power and authority to enter into this Agreement and to perform its obligations
    hereunder. The execution, delivery, and performance of this Agreement by BFE has been duly authorized by all Sellers, and
    any necessary action on its part has been take.
	 	 	 
	 	b.	Good
    Standing. BFE (i) is duly organized, validly existing and in good standing under the laws of State of New York having
    a unique New York State Department of State identifier of 4599591; (ii) has all
    necessary power and authority to own its assets and to conduct its business as it is currently being conducted; and (iii)
    is duly qualified or licensed to do business and is in good standing in every jurisdiction (both domestic and foreign) where
    such qualification or licensing is required.


 




    	 



    	 



    

 


	 	c.	Approvals.
    To BFE’s knowledge, no authorization, consent or approval of, or registration or filing with, any governmental authority
    or any other person is required to be obtained or made by BFE in connection with the execution, delivery or performance of
    this Agreement.
	 	 	 
	 	d.	Capitalization.
    The authorized capital stock of BFE consists of 200 shares of common stock, having no par value per share, of which 200 shares
    are issued, outstanding, and held by Sellers. All of the outstanding shares of the capital stock of BFE are validly issued,
    fully paid and nonassessable, and have been issued in full compliance with all applicable federal, state, local and foreign
    securities laws and other laws. BFE has no other classes of stock, whether common or preferred.
	 	 	 
	 	e.	Representations
    True on Closing Date. The representations and warranties of BFE set forth in this Agreement are true and correct as of
    the Effective Date of this Agreement, and will be true and correct on the Closing Date as though such representations and
    warranties were made as of the Closing Date. GTII’s knowledge will not act as a waiver of any breach of the representations
    and warranties contained herein by BFE.
	 	 	 
	 	f.	Non-Contravention.
    To Sellers and BFE’s knowledge, neither the execution nor delivery of this Agreement, nor the performance of this Agreement
    will contravene or result in a material violation of any of the provisions of any other agreement or obligation of BFE or
    Sellers.


 


	4.	REPRESENTATIONS
    AND WARRANTIES GTII. GTII represent and warrant as follows:


 


	 	a.	Power
    and Authority. GTII has full power and authority to enter into this Agreement and to perform its obligations hereunder.
    The execution, delivery, and performance of this Agreement by GTII has been duly authorized by all GTII, and any necessary
    action on its part has been take.


 




    	 



    	 



    

 


	 	b.	Good
    Standing. GTII (i) is duly organized, validly existing and in good standing under the laws of State of Nevada; (ii) has
    all necessary power and authority to own its assets and to conduct its business as it is currently being conducted; and (iii)
    is duly qualified or licensed to do business and is in good standing in every jurisdiction (both domestic and foreign) where
    such qualification or licensing is required.
	 	 	 
	 	c.	Approvals.
    To GTII’s knowledge, no authorization, consent or approval of, or registration or filing with, any governmental authority
    or any other person is required to be obtained or made by GTII in connection with the execution, delivery or performance of
    this Agreement.
	 	 	 
	 	d.	Capitalization.
    The authorized capital stock of GTII consists of 350,000,000 shares of common stock, par value $0.001 per share, of which
    approximately 220,000,000 shares are issued, outstanding, and 50,000 shares of preferred stock, par value $0.001 per share,
    of which 1,000 shares of Series A Preferred Stock (super voting) are issued and outstanding. All of the outstanding shares
    of the capital stock of GTII are validly issued, fully paid and nonassessable, and have been issued in full compliance with
    all applicable federal, state, local and foreign securities laws and other laws.
	 	 	 
	 	e.	Representations
    True on Closing Date. The representations and warranties of GTII set forth in this Agreement are true and correct as of
    the Effective Date of this Agreement, and will be true and correct on the Closing Date as though such representations and
    warranties were made as of the Closing Date. BFE or Sellers knowledge will not act as a waiver of any breach of the representations
    and warranties contained herein by GTII.
	 	 	 
	 	f.	Non-Contravention.
    To GTII’s knowledge, neither the execution nor delivery of this Agreement, nor the performance of this Agreement will
    contravene or result in a material violation of any of the provisions of any other agreement or obligation of GTII.


 


	5.	CONDITION
                                         TO CLOSING.



 


	 	a.	Conditions
    Precedent to GTII’s Obligation to Close. GTII’s obligation to close the stock purchase as contemplated in
    this Agreement is conditioned upon the occurrence or waiver by GTII of the following:


 




    	 



    	 



    

 


	 	i.	GTII
    is satisfied in its sole and absolute discretion with its due diligence investigation of BFE, its business and its management.
	 	ii.	Sellers
    shall have delivered to GTII all certificates or documentation evidencing the BFE Stock.
	 	iii.	All
    representations and warranties of BFE and Sellers made in this Agreement or in any exhibit or schedule hereto delivered by
    BFE must be true and correct as of the Closing Date with the same force and effect as if made on and as of that date.
	 	iv.	BFE
    must have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed
    or complied with by BFE prior to or at the Closing Date.


 


	 	b.	Conditions
    Precedent to Sellers Obligation to Close. Sellers’ obligation to close the stock purchase as contemplated in this
    Agreement is conditioned upon the occurrence or waiver by Sellers of the following:


 


	 	i.	Sellers
    are satisfied in their sole and absolute discretion with their due diligence investigation of GTII, its business and its management.
	 	ii.	All
    representations and warranties of GTII made in this Agreement or in any exhibit hereto delivered by GTII must be true and
    correct on and as of the Closing Date with the same force and effect as if made on and as of that date.
	 	iii.	GTII
    must have performed and complied with all agreements and conditions required by this Agreement to be performed or complied
    with by GTII prior to or at the Closing Date.


 


	 	c.	Conditions
    Subsequent to Closing. The Parties acknowledged that the successful completion, with sixty (60) days of the Effective
    Date, of a two-year audit of BFE, inclusive of the starting balance sheet as of January 1, 2021 and through March 31, 2021
    (the “Audited Financial Statements”), by an auditor that is subject to the public corporation accounting oversight
    board (“PCAOB”), is a legal requirement of a publicly-traded entity such as GTII. As such:


 




    	 



    	 



    

 


	 	i.	GTII
    will issue and hold the certificates contemplated herein pending successful completion of the Audited Financial Statements.
	 	ii.	The
    inability, refusal, or other failure by Sellers or BFE to successful complete the Audited Financial Statements shall be grounds
    for rescission of this Agreement. In such case, the Sellers consent to cancellation of the certificates to be issued pursuant
    to this Agreement, and GTII shall immediately and irrevocably return the BFE Shares to Sellers.
	 	iii.	The
    Parties shall thereafter release each other from any claims one Party may have against another Party for failure to successfully
    complete the Audited Financial Statements.


 


	6.	UNLEVIED
    ASSESSMENTS. If a regulatory authority inquires or audits BFE, or any Seller with respect to their position with BFE,
    for the three years prior to the Execution Date of this Agreement and assesses any liability thereon, GTII shall assume the
    defense of any such assessment. However, Sellers will retain liability for any amounts due to said regulatory authority.
	 	 
	7.	INDEMNIFICATION.


 


	 	a.	Indemnification
    by BFE and Sellers. BFE and Sellers agree to indemnify, defend and hold harmless GTII and its affiliates against any and
    all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties and attorney’s
    fees and costs, incurred by GTII or any of its affiliates arising, resulting from, or relating to any breach of, or failure
    by BFE to perform any of its representations, warranties, covenants or agreements in this Agreement or in any exhibit or other
    document furnished or to be furnished by Sellers or BFE under this Agreement.
	 	 	 
	 	b.	Indemnification
    by GTII. GTII agrees to indemnify, defend and hold harmless Sellers, BFE, and its affiliates against any and all claims,
    demands, losses, costs, expenses, obligations, liabilities and damages, including interest, penalties and attorneys’
    fees and costs incurred by BFE or any of its affiliates arising, resulting from or relating to any breach of, or failure by
    GTII to perform, any of its representations, warranties, covenants or agreements in this Agreement.


 




    	 



    	 



    

 


	 	c.	Procedure
    for Indemnification Claims.


 


	 	i.	Whenever
    any parties become aware that a claim (an “Underlying Claim”) has arisen entitling them to seek indemnification
    under Section 7 of this Agreement, such parties (the “Indemnified Parties”) shall promptly send a notice (“Notice”)
    to the parties liable for such indemnification (the “Indemnifying Parties”) of the right to indemnification (the
    “Indemnity Claim”); provided, however, that the failure to so notify the Indemnifying Parties will relieve the
    Indemnifying Parties from liability under this Agreement with respect to such Indemnity Claim only if, and only to the extent
    that, such failure to notify the Indemnifying Parties results in the forfeiture by the Indemnifying Parties of rights and
    defenses otherwise available to the Indemnifying Parties with respect to the Underlying Claim. Any Notice pursuant to this
    Section 7.3(a) shall set forth in reasonable detail, to the extent then available, the basis for such Indemnity Claim and
    an estimate of the amount of damages arising therefore.
	 	 	 
	 	ii.	If
    an Indemnity Claim does not result from or arise in connection with any Underlying Claim or legal proceedings by a third party,
    the Indemnifying Parties will have thirty (30) calendar days following receipt of the Notice to issue a written response to
    the Indemnified Parties, indicating the Indemnifying Parties’ intention to either (i) contest the Indemnity Claim or
    (ii) accept the Indemnity Claim as valid. The Indemnifying Parties’ failure to provide such a written response within
    such thirty (30) day period shall be deemed to be an acceptance of the Indemnity Claim as valid. In the event that an Indemnity
    Claim is accepted as valid, the Indemnifying Parties shall, within fifteen (15) Business Days thereafter, pay the damages
    incurred by the Indemnified Parties in respect of the Underlying Claim in cash by wire transfer of immediately available funds
    to the account or accounts specified by the Indemnified Parties. To the extent appropriate, payments for indemnifiable damages
    made pursuant to this Agreement will be treated as adjustments to the Purchase Price.


 




    	 



    	 



    

 


	 	iii.	In
    the event an Indemnity Claim results from or arises in connection with any Underlying Claim or legal proceedings by a third
    party, the Indemnifying Parties shall have fifteen (15) calendar days following receipt of the Notice to send a Notice to
    the Indemnified Parties of their election to, at their sole cost and expense, assume the defense of any such Underlying Claim
    or legal proceeding; provided that such Notice of election shall contain a confirmation by the Indemnifying Parties of their
    obligation to hold harmless the Indemnified Parties with respect to damages arising from such Underlying Claim. The failure
    by the Indemnifying Parties to elect to assume the defense of any such Underlying Claim within such fifteen (15) day period
    shall entitle the Indemnified Parties to undertake control of the defense of the Underlying Claim on behalf of and for the
    account and risk of the Indemnifying Parties in such manner as the Indemnified Parties may deem appropriate, including, but
    not limited to, settling the Underlying Claim. The parties controlling the defense of the Underlying Claim shall not, however,
    settle or compromise such Underlying Claim without the prior written consent of the other parties, which consent shall not
    be unreasonably withheld or delayed. The non-controlling parties shall be entitled to participate in (but not control) the
    defense of any such action, with their own counsel and at their own expense.
	 	 	 
	 	iv.	The
    Indemnifying Parties and the Indemnified Parties will cooperate reasonably, fully and in good faith with each other, at the
    sole expense of the Indemnifying Parties, in connection with the defense, compromise or settlement of any Underlying Claim
    including, without limitation, by making available to the other parties all pertinent information and witnesses within their
    reasonable control.


 


	8.	EQUITABLE
    RELIEF.


 


	 	a.	Damages
    Inadequate. Each party acknowledges that it would be impossible to measure in money the damages to the other party if
    there is a failure to comply with any covenants and provisions of this Agreement, and agrees that in the event of any breach
    of any covenant or provision, the other party to this Agreement will not have an adequate remedy at law.


 




    	 



    	 



    

 


	 	b.	Equitable
    Relief. It is therefore agreed that the other party to this Agreement who is entitled to the benefit of the covenants
    and provisions of this Agreement which have been breached, in addition to any other rights or remedies which they may have,
    will be entitled to immediate injunctive or other equitable relief to enforce such covenants and provisions, and that in the
    event that any such action or proceeding is brought in equity to enforce them, the defaulting or breaching party will not
    urge a defense that there is an adequate remedy at law.


 


	9.	FURTHER
    ASSURANCES. Following the Closing, each party shall furnish to the other party such instruments and other documents as
    such parties may reasonably request for the purpose of carrying out or evidencing the transactions contemplated hereby.
	 	 
	10.	FEES
    AND EXPENSES. Each Party hereto shall pay all fees, costs and expenses that it incurs in connection with the negotiation
    and preparation of this Agreement and in carrying out the transactions contemplated hereby (including, without limitation,
    all fees and expenses of its counsel(s) and accountant(s).
	 	 
	11.	NOTICE.
    Any notice or communication required or permitted under this Agreement will be sufficiently given if delivered in person,
    by certified mail, return receipt requested or by email.


 


	 	a.	If
    to Sellers


 


	 	c/o
    Nikolay Bitsenko, Chief Executive Officer
	 	Bronx
    Family Eye Care, Inc.
	 	2336
    Grand Concourse Avenue
	 	Bronx,
    New York 10458
	 	Email:
    eyeqvision101@gmail.com


 




    	 



    	 



    

 


	 	b.	If
    to GTII


 


	 	Global
    Tech Industries Groups, Inc.
	 	511
    Sixth Avenue, Suite 800
	 	New
    York, New York 10011
	 	Attention:
    David Reichman, Chief Executive Officer
	 	Email:
    david@gtii-us.com


 


	12.	ASSIGNMENT.
    This Agreement will not be assignable by either party without the prior written consent of the other party.
	 	 
	13.	FORCE
    MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered
    with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry
    out its obligations provides the other Party prompt written notice of such event, then the obligations of the party invoking
    this provision will be suspended to the extent necessary by such event. The term Force Majeure will include, without limitation:


 


	 	a.	Acts
    of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by
    national emergencies, insurrections, riots, or wars, or strikes, lock-outs, or work stoppages.


 


	14.	ENTIRE
    AGREEMENT. This Agreement, and any agreement incorporated by reference, contains the entire agreement of the Parties,
    and there are no other promises or conditions in any other agreement whether oral or written.
	 	 
	15.	AMENDMENTS.
    This Agreement may not be amended or modified except by an instrument in writing signed by the Parties
	 	 
	16.	SEVERABILITY.
    If a Court finds that any provision of this Agreement is invalid or unenforceable for any reason, the remaining provisions
    will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable,
    but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written,
    construed, and enforced as so limited.
	 	 
	17.	APPLICABLE
    LAW. The laws of the State of New York shall govern, construe and enforce all of the rights and duties of the parties
    arising from, or relating in any way to, the subject matter of this Agreement. The Parties agree that any action brought to
    enforce any portion of this agreement will be brought in a New York State court or a federal court which sits in the State
    of New York.


 




    	 



    	 



    

 


	18.	WAIVER
    OF RIGHT. The failure of either party to enforce any provision of this Agreement will not be construed as
    a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision
    of this Agreement.
	 	 
	19.	HEADINGS.
    Headings are used for reference only and carry no legal significance.
	 	 
	20.	REPRESENTATIONS.
    Each Party, where applicable, represents and warrants that: (a) it is duly organized, validly existing and in good standing
    under the laws of the state where organized; (b) has all requisite power and authority to own and operate its assets and carry
    on its business; (c) it is duly qualified to transact business and is in good standing in each jurisdiction in which the obligations
    under this Agreement are to be performed; (d) this Agreement is valid and binding obligation of each Party, enforceable in
    accordance with its terms.
	 	 
	21.	AUTHORIZED
    SIGNATORIES. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective
    Parties are authorized to execute such an agreement. No further proof of authorization will be required.



 


IN
WITNESS WHEREOF, the Parties hereunder have caused this Agreement to be executed as of the Effective Date, above.


 


SIGNATURE
PAGE TO FOLLOW


 


REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK


 



    	 



    	 



    

 


	 	Global
    Tech Industries Group, Inc.
	 	 
	 	By:	/s/
    Kathy M. Griffin
	 	 	Kathy
    M. Griffin, President
	 	Dated:	
    March 31, 2021
	 	 	
	 	By:	/s/
    Frank Benintendo
	 	 	Frank
    Benintendo,
	 	 	Secretary
    and Vice Chairman
	 	Dated:	March
31, 2021


 


	For
    Sellers:	 
	 	 
	/s/
    Nikolay Bitsenko	 
	Nikolay
    Bitsenko, BFE Shareholder Owning	 
	51%
    of its Issued and Outstanding Common Stock	 
	Date:	March
    31, 2021	 
	 	 	 
	/s/
    Michael Andreyev	 
	Michael
    Andreyev, BFE Shareholder Owning	 
	34.5%
    of its Issued and Outstanding Common Stock	 
	Date:	March
    31, 2021	 
	 	 	 
	/s/
    Igor Kirzhner	 
	Igor
    Kirzhner, BFE Shareholder Owning	 
	14.5%
    of its Issued and Outstanding Common Stock	 
	Date:	March
    31, 2021