Exhibit 10.1


 


AMENDMENT
#2


 


To


 


STOCK
PURCHASE AGREEMENT


 


This
Amendment #2 to Stock Purchase Agreement (“Amendment #2”) effective as of the latest date executed below (“Effective
Date”) is entered into, by and between Global Tech Industries Group, Inc. (“Company”), a corporation organized
under the laws of the State of Nevada having principal offices at 511 Avenue of the Americas, Suite 800, New York, NY 10011 and Gold
Transactions International, Inc. (“GTI”), a corporation organized under the laws of the State of Utah having principal
offices having its mailing address at PO Box 911441, St. George, UT 84791. The entities referred to herein may be referred to individually
as a Party or collectively as the Parties.


 


WHEREAS,
Company and GTI entered into a Stock Purchase Agreement (the “Agreement”) on February 28, 2021; and


 


WHEREAS,
although executed, and without the fault of either Party, Closing of the Agreement, as defined in the 1st Amendment to the
SPA, has yet to occur; and


 


WHEREAS,
Company and GTI desire to clarify and , to the extent applicable, amend the Agreement as set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the covenants, representations and warranties set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the Parties, intending
to be legally bound, hereby agree as follows:


 


	 	I.	Closing.
    Company will issue the 6,000,000 shares in the Agreement to the shareholders of GTI as previously agreed, however, said shares will
    be placed with an Independent Trust as collateral for a Loan executed by the Trust in the amount agreed to by said Trust and a financial
    institution determined by GTI’s Licensor Advanced Exploration Solutions, Inc (“AES”), for the purpose of purchasing
    gold from an approved vendor of AES. The gold will be purchased and shipped to a vault in Las Vegas, Nevada, to be used as collateral
    for a Line of Credit (“LOC”) to be used in the Licensor’s Joint Venture gold purchase business in Dubai as discussed
    in GTI’s License Agreement.
	 	 	 
	 	II.	Net
    Royalty. Net Royalty shall be defined as Gross Revenue, less cost of sales. Cost of sales shall be defined as 2% per month of
    the total advances made by Company into the GTI JV operations, for the purpose of paying interest on both loan obligations and other
    expenses incurred by AES in the performance of their duties. Pursuant to the original Agreement, GTI shall generate gross revenue
    from the Company advances in the amount of 4 to 5% per month of total advances. Company and AES shall split equally the Net Royalty
    achieved each month, which will be paid after each quarter end within 15 business days. All payments to AES will be classified as
    Note payments until the obligation has been paid in full, and thereafter as Commissions.


 




    	 



    	 



    

 


	 	III.	Advances
    – common stock. GTI and AES have negotiated an agreement with the afore mentioned Trust, wherein the Trust may hold other
    free trading common shares of the Company as collateral for additional loans with a financial institution. These loans will provide
    capital for the purchase of gold and the expansion of the LOC discussed above. If additional shareholders agree to advance their
    certificates of Company stock to the Trust as collateral for additional loans, the above definition for Net Royalty will remain the
    same, however, the split of the Net Royalty shall be 1/3 to each of, the shareholder, the Company, and AES. All other terms remain
    the same.
	 	 	 
	 	IV.	Release
    of GTI shareholder stock. The shareholders of GTI have agreed to place their 6,000,000 shares in Trust to secure the funds necessary
    to close the Agreement and provide capital for the GTI operations. The GTI shareholders agree to leave their shares in the Trust
    for a minimum of 18 months. At the end of the 18 month period, the Company will release the obligation to leave their shares in Trust,
    although the GTI shareholders may choose to leave their shares in Trust and receive the same Net Royalty as described in item III
    above.
	 	 	 
	 	V.	Guarantees
    of Performance: The GTI shareholders wish to provide a guarantee of their services by including a provision to negotiate the
    buyback of GTI shares if GTI fails to achieve revenues of at least $5,000,000 during the 18 month operating period (after a 90 day
    setup period). Said buyback will be negotiated in good faith between the Shareholders of GTI and the Company at that time.
	 	 	 
	 	VI.	Management
    of GTI: Until the obligation to AES for the license agreement has been paid in full, the Company agrees not to replace the management
    of GTI, unless said management offers a resignation.
	 	 	 
	 	VII.	GTI
    Other Assets: GTI agrees to remove all other investor advances and corresponding obligations from the balance sheet of GTI prior
    to closing and executing this Amendment #2, as the closing will make GTI a wholly owned subsidiary of the Company.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the Effective Date of May 25, 2022.


 


	 	For
    Global Tech Industries Group, Inc.
	 	 
	 	By:	/s/
    David Reichman
	 	Name: 	David
    Reichman
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	For
    Gold Transactions International, Inc.
	 	 
	 	By:	/s/
    Tsuimei Want
	 	Name:	Tsuimei
    Wang
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	 	/s/ Erick Mosteller

	 	Name:	Erick
    Mosteller
	 	Title:	COO
	 	 	 
	 	 	/s/ Tsui-Lin Wang
	 	Name:	Tsui-Lin
    Wang