Exhibit 10.1


FOURTH POST CLOSING AMENDMENT TO
THE ASSIGNMENT AND ASSUMPTION AGREEMENT


This
Fourth Post Closing Amendment Assignment and Assumption Agreement is entered into as of March 12, 2021 (the “Amendment”)
by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 777 Brickell, Suite 500 Miami,
FL 33131 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza
Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its
principal place of business at Datran Center 9100 S Dadeland Boulevard, Suite 1500, Miami FL 33156 14750 NW 77th Court, suite
304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder
of Global and residing in Miami Florida (“BN”) (“Assignor, Assignee, Global and BN individually a “Party”
and together the “Parties).


WHEREAS, the Parties entered into
an Assignment and Assumption Agreement dated November 27, 2019 (“Assignment “), assigning all the rights and obligations
to Assignee under the New LOI dated November 27, 2019 (as defined in said Assignment) into a Post-Closing Amendment to the Assignment
and Assumption Agreement dated December 19, 2019 (“First Amendment”), into a Second Post-Closing Amendment to the
Assignment and Assumption Agreement dated April 22, 2020 (“Second Amendment”) and into a Third Post-Closing Amendment
to the Assignment and Assumption Agreement dated September 16, 2020 (this “Third Amendment”), the whole attached hereto
as EXHIBIT A (the “Original Agreement”);


WHEREAS, the Parties deem it to be in their
respective best interests to amend the Original Agreement;


NOW, THEREFORE, in consideration
of the foregoing recitals and the mutual agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:  


		1.	Amendment. The Original Agreement is hereby amended as follows:






		I.	The Deadline to enter into a definitive agreement pursuant to Section 7 of the New LOI, has been extended to 90 days from the
execution of this Amendment.






		II.	GSCG acknowledges the payment of $50,000 paid following the execution of the Third Amendment and pursuant to such payment having
been made, Section 9d of the New LOI has been replaced in its entirely and shall henceforthwith read as follows:



 “d. Pubco shall pay in full the remaining
balance equal to $50,000 USD (fifty thousand dollars US) (“Payment”) to GSCG at the latest upon execution of the Definitive
Agreement or at such other date as shall be specified by the Parties.”





		III.	The Deadline for the option to receive Preferred Shares granted to Assignee in Section 2 IV of the First Amendment, has been
extended to 90 days from the execution of this herein Amendment.



 


 



    	 		 



     


    




 


		2.	Miscellaneous. The Original Agreement is hereby amended as follo







I.      
This Amendment including the recitals and all of the Annexes attached hereto, along with the Original Agreement sets forth
the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior contracts, amendments,
arrangements, communications, discussions, representations and warranties, whether oral or written, between the Parties.





II. This Amendment shall be governed
by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to the principles of conflict
of law.





III. Any notice, request or other communication
required or permitted hereunder shall be in writing and shall be deemed to have been duly given when received if personally delivered,
sent by electronic means to the address as shall have been communicated by each Party to the other Parties, or by established overnight
courier to the addresses first stated above.


IV. This Amendment may not be amended
except by instrument in writing signed by each of the Parties.


V. Each Party shall cooperate and
take any and all actions as may be reasonably requested by another Party in order to carry out the provisions and purposes of this
Amendment.


VI. If any one or more of the
provisions contained in this Amendment shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


VII. The recitals to this Amendment
are incorporated herein by this reference and made a material part of this Amendment.


VIII. Except as specifically
amended by this Amendment the terms and conditions of the Original Agreement remain in full force and effect.


IX. This Amendment may be executed
in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Facsimile
or electronic signatures of the undersigned Parties will have the same force and effect as original signatures.





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IN WITNESS WHEREOF, the Parties have
executed and delivered this Assignment and Assumption Amendment as of the date first above written.


 


 


	GLOBAL STEM CELLS GROUP INC.	 	MESO NUMISMATICS INC.
	 	 	 
	By:	/s/: Benito Novas	 	By :	/s/:Dave Christensen
	 	Benito Novas, CEO	 	 	Dave Christensen, CEO
	 	 	 
	 	 	 
	BENITO NOVAS	 	LANS HOLDINGS INC.
	 	 	 
	 	 	 
	/s/: Benito Novas	 	By :	/s/:Trevor Allen
	 	 	 	Trevor Allen, CEO



 


 


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EXHIBIT A


 


 


 


 


 


 


 


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