Exhibit 10.1


 


JOINT
VENTURE AND TERRITORIAL LICENSE AGREEMENT


 


by
and between


 


ILDAR
GAINULIN and MARIA BELOVA


 


and


 


GBT
TECHNOLOGIES INC.


 


JOINT
VENTURE AGREEMENT AND TERRITORIAL LICENSE AGREEMENT


 


This
JOINT VENTURE AGREEMENT (“Agreement”) is made as of June 10, 2022, by and between ILDAR GAINULIN and MARIA BELOVA (“IGMB”)
and GBT TECHNOLOGIES INC., a Nevada corporation (“GBT”). This Agreement includes three parts and incorporates the following
agreements: 


 


		1.	Joint
                                            Venture and Territorial License Agreement.



 


		2.	Asset
                                            Purchas Agreement
	 	 	 
	 	3.	Consulting
Agreements (two Agreements).






 


		4.	Stock
                                            Pledge Agreement.



 


RECITALS


 


A.       IGMB’s
principals and affiliates are highly experienced in the fields of core virtual reality platforms knowns as metaverse technology, business,
sales and product management. IGMB has development expertise and source codes for its proprietary Technologies (“Technology Portfolio
or TP”).


 


B.       GBT’s
principals and affiliates are highly experienced in the fields of technology, specifically Wireless Mesh Networks (WMNs), Internet of
Things (IoT) and Artificial Intelligence (AI), as well as public markets and financial management.


 


C.       The
Parties desire to form a joint venture along with TERRITORIAL LICENSE AGREEMENT being granted
by IGMB to pursue the Business, as hereafter defined.


 


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


 






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AGREEMENT


 


1.             Definitions


 


1.1.       “Affiliate”
means any Person, other than the Company, that: (a) is controlled by, controls, or is under common control with a Party (collectively,
a “Controlled Person”); or (b) is controlled by, controls, or is under common control with any such Controlled Person, in
each case for so long as such control continues.


 


1.2.       “Annual
Plan” means a business operations plan detailing the Company’s goals and procedures for technical, financial, and administrative
activities for the Company’s next succeeding fiscal year, as approved each year and revised from time to time by the Board.


 


1.3.       “Applicable
Law” means, as to any Person, any statute, law, rule, regulation, directive, treaty, judgment, order, decree or injunction
of any Governmental Authority that is applicable to or binding upon such Person or any of its properties.


 


1.4.       “Articles”
means the articles of incorporation of the Company substantially in the form attached hereto, as amended from time to time.


 


1.5.       “Board”
means the board of directors of the Company.


 


1.6.       
“Business” means the business of the Company as described in Section 2, as amended from time to time.


 


1.7.       “Business
Day” means a day on which commercial banks in New York, United States are generally open to conduct their regular banking business.


 


1.8.       “Closing
Date” is defined in Section 3.2(a).


 


1.9.       “Corporations
Code” means the Nevada Revised Statutes, Chapter 78 et seq. as amended and in effect from time to time.


 


1.10.       “Company”
is defined in Section 3.1.


 


1.11.       “Company
Interest” means, as to any Person, the percentage interest of the total capital stock of the Company represented by the Securities
then held by such Person divided by all then outstanding Securities (on an as-converted to Common Stock basis and, to the extent warrants
or options to purchase stock have vested, as exercised for Common Stock basis).


 


1.12.       “Confidential
Information” is defined in Section 5. 1 (a).


 


1.13.       “Common
Stock” means Common Stock of the Company as authorized by the Certificate of Incorporation.


 


1.14.       “Director”
means a director of the Company with the powers and duties as specified in the Corporations Code and the Articles.


 






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1.15.       “Disclosing
Party” is defined in Section 5.1 (a).


 


1.16.       “Effective
Date” means the date of this Agreement.


 


1.17.       “Establishment
Date” is defined in Section 3.1.


 


1.18.       “Governmental
Authority” means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative
or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing.


 


1.19.       “Party”
and “Parties” are defined in the opening paragraph of this Agreement.


 


1.20.       “Person”
means a natural individual, Governmental Authority, partnership, firm, corporation, or other business association.


 


1.21.       “Receiving
Party” is defined in Section 5.1(a).


 


1.22.       “Securities”
means all outstanding Common Stock, and any other equity securities of the Company or instruments exercisable for or convertible into
Common Stock.


 


1.23.       “Territory” means the world.


 


1.24.       “Term”
is defined in Section 7.1.


 


1.25.       “Transaction
Documents” means this Agreement, the Articles and the Certificate of Incorporation, and their related documents.


 


2.             Purpose
of Joint Venture


 


2.1.       The
Parties hereby associate themselves in a joint venture relationship which shall have as its principal purpose: (1) developing, maintaining
and supporting Technology Portfolio; (2) integrating Technology Portfolio into GTCH’s platforms and/or products to be developed;
and (3) sales and licensing and other activities incidental thereto.


 





2.2       Further
detailed: the purpose of the parties is to develop, maintain and support source codes for its proprietary technologies and comprehensive
platform that combines a core virtual reality platform and an extended set of real-world functions to provide a Metaverse experience
initially with the area of sports and then expanding into virtual worlds of entertainment, live events, gaming, communications and other
cross over product opportunities, including advanced mobile chip technologies, real time tracking, technologies, AI core engine, electronic
design automation, mesh, games, data storage, networking, IT services, business process outsourcing development services, customer service,
technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions, as well as digital
communications processing for enterprises and startups throughout the world.


 






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3.             Establishment
and Capitalization of the Company


 


3.1.       Establishment.
The Parties agree that the joint venture contemplated by this Agreement shall be carried out exclusively through a newly-formed corporation
(the “Company”). The Company’s corporate name shall be “METAVERSE KIT”. The Parties shall use commercially
reasonable efforts to cause the Establishment Date to occur on or before June 30, 2022. For the purposes of this Agreement, “Establishment
Date” means the date on which the Company is established in accordance with the Corporations Code.


 


3.2.       Services
and Duties.


 


IGMB
shall provide Company with licensed technology and expertise, as requested and mutually agreed to by Company and IGMB. IGMB are the sole
owner of the rights of the Technology Portfolio and the related source codes.
IGMB shall sell, assign and transfer all right and title to the software codes, services and resources necessary for the development
of the Technology Portfolio to METAVERSE KIT as set forth in that certain Asset Purchase Agreement attached hereto as Exhibit A. The
License to METAVERSE KIT, been provided as an exclusive license to the TP, throughout the World 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 World.


 


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


 


3.3.       Capitalization.


 


(a)       Initial
Capitalization. The Company shall, as of the Establishment Date, have authorized capital stock consisting of one class of shares
designated as Common Stock with the rights set forth in this Agreement. The Articles shall initially provide for 100,000 authorized shares
of Common Stock with par value of US$0.001 per share. The Company’s initial equity shall be funded as follows:


 


(i)IGMB
Initial Subscription. Following the Establishment Date (the “Closing Date”), IGMB shall subscribe for 10,000 shares of Common
Stock, representing one half (50%) Company Interest. IGMB’s consideration for the Company’s shares (50% of Company) shall
be the services and resources to be provided by IGMB as described in Section 3.2 of this Agreement entitled “Services and Duties”
and otherwise required by this Agreement and by the Transaction Documents and by law.


 


(ii)GBT
Initial Subscription. On the Closing Date, GBT shall subscribe for 10,000 shares of Common Stock, representing a one-half (50%) Company
Interest GBT’s consideration for the Company’s shares (50% of Company) shall be issuance to the benefit of the Company 500,000,000
common shares of GBT.


 


(b)       Certain
Deliveries. On or before the Closing Date, and as a condition to the purchase and sale of the Common Stock:


 


(i)the
Establishment Date shall have occurred; and


 


(ii)each
Party shall have received one original of each of the fully executed Transaction Documents.


 


(c)       Additional
Investors. The Parties acknowledge that including additional strategic investors with expertise or strategic positions relevant to
the Company’s Business may be beneficial to the Company and, accordingly, agree that IGMB or GBT may, in its discretion, introduce
additional parties to acquire Common Stock, in the form of newly issued shares. The selection of the strategic investors, and the terms
and conditions of any such investors’ purchase of Company shares shall be documented as determined by the Company at such time.


 






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3.4.       Financial
Assistance.


 





(a)       From
time to time, GBT may agree in its sole discretion to provide additional financial assistance to the Company, including in the form of
promissory notes, and, in such event, GBT shall make such financial assistance available to the Company.


 


3.5.       Incentive
Stock Option Plan. The Parties agree that an incentive stock option plan, or other agreed to method, providing for reasonable incentive
to management of Company that are directly involved in the Business would be beneficial to the Company, and agree to cooperate in good
faith with a view towards establishing such a plan within ninety (90) days after the Closing Date as determined by the Board of Directors
of the Company.


 


4.             Operation
and Management of the Company 


 


4.1.       Operation
of the Company. Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the
terms of this Agreement and the other Transaction Documents, including, without limitation, to vote all Securities held by it (and to
cause all Securities held by its permitted transferees under Section 8 to be voted) and to cause the Directors nominated by it to vote
to effect the terms hereof.


 


4.2.       Board
of Directors. Until such time that the Company closes its initial public offering (the “IPO”), the Company will be managed
by the Board in accordance with the terms of this Agreement and Applicable Law. The Board shall initially consist of three (3) Directors,
one of whom shall be appointed by IGMB and two shall be appointed by GBT. The Chairman of the Board and President of the Company shall
be appointed by the Directors appointed by GBT. Initially, Mr. Michael Murray shall serve as the Initial Director, Chairman of the Board
and as the President. The Directors appointed by GBT shall have the authority to remove the Chairman of the Board and President and appoint
a successor at any time.


 


4.3.       Removal;
Reappointment of Directors. Any Director may be removed for cause in accordance with Applicable Law. In addition, each Party having
the right to appoint a Director pursuant to this Section 4 shall also have the right, in its sole discretion, to remove such Director
at any time, effective upon delivery of written notice to the Company, the Director to be removed and to the other Party. In the case
of a vacancy in the office of a Director for any reason (including removal pursuant to the preceding sentence), the vacancy shall be
filled by the Party that appointed the Director in question.


 






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5.             Additional
Covenants 


 


5.1.       Confidentiality.


 


(a)       The
Parties recognize that, in connection with the performance of this Agreement, each Party (in such capacity, the “Disclosing Party”)
may disclose “Confidential Information” (as defined below) to the other Party (the “Receiving Party”). For purposes
of this Agreement, the term “Confidential Information” means (i) proprietary information (whether owned by the Disclosing
Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business
or (ii) information which is marked as confidential at the time of disclosure to the Receiving Party, or if in oral form, is identified
as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a prominent
confidentiality notice and delivered to the Receiving Party within 10 days of disclosure or (iii) technical information including but
not limited to source code, documents, and product plans. “Confidential Information” shall not include information which:
(A) was known to the Receiving Party at the time of the disclosure by the Disclosing Party; (B) has become publicly known through no
wrongful act of the Receiving Party; (C) has rightfully been received by the Receiving Party from a third party without breach of this
provision; or (D) has been independently developed by the Receiving Party without using any Confidential Information of the other Party.
The Receiving Party agrees (x) not to use any such Confidential Information for any purpose other than in the performance of its obligations
under this Agreement or any Transaction Document and (y) not to disclose any such Confidential Information, except (1) to its employees
who are reasonably required to have the Confidential Information in connection herewith or with any of the other Transaction Documents,
(2) to its agents, representatives, lawyers and other advisers that have a need to know such Confidential Information and (3) pursuant
to, and to the extent of, a request or order by a Governmental Authority. The Receiving Party agrees to take all reasonable measures
to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential
Information.


 


(b)
Each Party acknowledges and agrees that (i) its obligations under this Section 5.1 are necessary and reasonable to protect the other
Party and its business, (ii) any violation of these provisions could cause irreparable injury to the other Party for which money damages
would be inadequate, and (iii) as a result, the other Party shall be entitled to obtain injunctive relief against the threatened breach
of the provisions of this Section 5.1 without the necessity of proving actual damages. The Parties agree that the remedies set forth
in this Section 5.1 are in addition to and in no way preclude any other remedies or actions that may be available at law or under this
Agreement.


 


5.2.       Confidentiality
of Agreement, Publicity. Each Party agrees that the terms and conditions of this Agreement and the Transaction Documents shall be
treated as confidential information and that no reference thereto shall be made thereto without the prior written consent of the other
Party (which consent shall not be unreasonably withheld) except (a) as required by Applicable Law including, without limitation, by the
U.S. Securities and Exchange Commission and other applicable countries’ Governmental Authorities, (b) to its accountants, banks,
financing sources, lawyers and other professional advisors, provided that such parties undertake in writing (or are otherwise bound by
rules of professional conduct) to keep such information strictly confidential, (c) in connection with the enforcement of this Agreement,
(d) in connection with a merger, acquisition or proposed merger or acquisition, or (e) pursuant to joint press releases prepared in good
faith. The Parties will consult with each other, in advance, with regard to the terms of all proposed press releases, public announcements
and other public statements with respect to the transactions contemplated hereby.


 






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6.            Warranties
of the Parties


 


6.1.       Warranties
of IGBM. IGBM hereby represents and warrants to GBT that, as of the Effective Date and as of the Closing Date, the following statements
are and shall be true and correct:


 


(a)       Organization.
IGBM as individuals ILDAR GAINULIN and MARIA BELOVA each individually represent that they are accredited investors as such term is defined
under the Securities Act of 1933 and Regulation D promulgated thereunder. All parties confirm that the issuance of the Shares to Metaverse
KIT and any subsequent transfer will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506
of Regulation D promulgated there under.


 


(b)       Authorization.
IGBM are the sole owner of the rights of the Technology Portfolio and the related source
codes. All action on the part of IGMB necessary for the authorization, execution and delivery
of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when
fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of IGBM.


 


(c)
       Government and Other Consents. Other than any licenses, permits, certifications or authorizations
which may be required in connection with the Business, as to which IGBM makes no representation, no consent, authorization, license,
permit, registration or approval of, or exemption or other action by, any Governmental Authority, or any other Person, is required in
connection with IGBM’s execution, delivery and performance of this Agreement, or if any such consent is required, IGBM has satisfied
the applicable requirements.


 


(d)       Effect
of Agreement. IGBM’s execution, delivery and performance of this Agreement will not (i) violate the Articles of Incorporation
of IGBM or any provision of Applicable Law, (ii) violate any judgment, order, writ, injunction or decree of any court applicable to IGBM
, (iii) have any effect on the compliance of IGBM with any applicable licenses, permits or authorizations which would materially
and adversely affect IGBM , (iv) result in the breach of, give rise to a right of termination, cancellation or acceleration of any
obligation with respect to (presently or with the passage of time), or otherwise be in conflict with any term of, or affect the validity
or enforceability of, any agreement or other commitment to which IGBM is a party and which would materially and adversely effect IGBM
, or (v) result in the creation of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets of IGBM ; provide, however,
that regulatory approval may be required in connection with conducting the Business and IGBM makes no representation with respect to
any such approvals.


 


(e)       Litigation.
There are no actions, suits or proceedings pending or, to IGBM’s knowledge, threatened, against IGBM before any Governmental authority
which question IGBM ‘s right to enter into or perform this Agreement, or which question the validity of this Agreement or any of
the other Transaction Documents.


 


6.2.       Warranties
of GBT. GBT hereby represents and warrants to IGBM that, as of the Effective Date and as of the Closing Date, the following statements
are and shall be true and correct:


 






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(a)       Organization.
GBT is a corporation duly organized and validly existing under the laws of Nevada. GBT has the corporate power and authority to enter
into and perform this Agreement.


 


(b)       Authorization.
All corporate action on the part of GBT necessary for the authorization, execution and delivery of this Agreement and for the performance
of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute
a valid, legally binding and enforceable obligation of GBT.


 


(c)       Government
and Other Consents. Other than any licenses, permits or authorizations which may be required in connection with the Business, as
to which GBT makes no representation, no consent, authorization, license, permit, registration or approval of, or exemption or other
action by, any Governmental Authority, or any other Person, is required in connection with GBT’s execution, delivery and performance
of this Agreement, or if any such consent is required, GBT has satisfied any applicable requirements.


 


(d)       Effect
of Agreement. GBT’s execution, delivery and performance of this Agreement will not (i) violate the Certificate of Incorporation
of GBT or any provision of Applicable Law, (ii) violate any judgment, order, writ, injunction or decree of any court applicable to GBT,
(iii) have any effect on the compliance of GBT with any applicable licenses, permits or authorizations which would materially and adversely
affect GBT, (iv) result in the breach of, give rise to a right of termination, cancellation or acceleration of any obligation with respect
to (presently or with the passage of time), or otherwise be in conflict with, any term of, or affect the validity or enforceability of
any agreement or other commitment to which GBT is a party and which would materially and adversely affect GBT, or (v) result in the creation
of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets of GBT; provided, however, that regulatory approvals may
be required in connection with conducting the Business and GBT makes no representation with respect to any such approvals.


 


(e)       Litigation.
Other than litigation/arbitration as disclosed to IGBM by Mansour Khatib, GBT’s CEO, and/or as disclosed in GBT’s filings
with the Securities Exchange Commission, there are no actions, suits or proceedings pending or, to GBT’s knowledge, threatened,
against GBT before any Governmental Authority which question GBT ‘s right to enter into or perform this Agreement, or which question
the validity of this Agreement or any of the other Transaction Documents.


 


7.             Term
and Termination


 


7.1.       Term.
This Agreement shall be effective as of the Effective Date, and shall continue in effect until terminated pursuant to Section 7.2 (the
“Term”).


 


7.2.       Termination.
This Agreement may be terminated as follows:


 


(a)       Upon
the mutual written agreement of the Parties.


 


(b)       By
either Party, effective immediately upon written notice to the other Party(ies), if the other Party(ies) breach(es) any material provision
of this Agreement or of any of the other Transaction Documents and such breach continues for a period of fifteen (15) days after the
delivery of written notice of the default, describing the default in reasonable detail.


 






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(c)       By
either Party, effective immediately upon written notice to the other Party and the Company, in the event that the other Party is dissolved,
liquidated or declared bankrupt or a voluntary or involuntary bankruptcy filing is made by such Party.


 


7.3.       Effect.
Upon termination of this Agreement, the Parties shall negotiate in good faith a possible purchase by one or more Parties of all outstanding
Securities held by the other Parties or the sale of the Company to a third party. In the event that, notwithstanding their good faith
negotiations, the Parties are unable to agree upon such a purchase or sale within thirty (30) days of the notice of termination, the
Parties shall cooperate to cause the Company to be liquidated as promptly as practical in accordance with Applicable Law. The rights
and obligations of the Parties under Sections 5.1, 5.2, this Section 7.3, and Sections 7.4, 7.5, 9 and 10 shall survive any termination
of this Agreement.


 


7.4.       Return
of Confidential Information. Upon the termination of this Agreement, each Party, at its own cost, shall promptly return to the Disclosing
Party any and all documents and materials constituting or containing Confidential Information of the Disclosing Party which are in its
possession or control, or at its option, shall destroy such documents and materials and certify such destruction in writing to the Disclosing
Party.


 


7.5.       Continuing
Liability. Termination of this Agreement for any reason shall not release any Party from any liability or obligation which has already
accrued as of the effective date of such termination, and shall not constitute a waiver or release of, or otherwise be deemed to prejudice
or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law, equity
or otherwise or which may arise out of or in connection with such termination.


 


8.             Transfer
Restrictions


 


8.1.       General
Restriction. With the exception of GBT’s pledge of its Company Interest to third party pursuant to that certain Pledge Agreement
attached hereto as Exhibit B, each Party agrees to hold its Securities during the Term and, except as otherwise specifically provided
in this Agreement or agreed to in writing by the other Party, not to sell, transfer, assign, hypothecate or in any way alienate any of
such Party’s Securities or any right or interest therein except to an Affiliate of such Party in accordance with the Articles.
In the case of any transfer permitted hereunder, the transferring Party shall deliver to the other Party (a) at least fifteen (15) days
prior to such transfer, a written notice stating its intention to transfer the Securities to be transferred, the name of the transferee,
whether such transferee is an Affiliate, the number of Securities to be transferred, and the price and other material terms and conditions
of the transfer, and (b) except as otherwise specifically provided herein, on or prior to the effective date of the transfer and in a
form reasonably acceptable to the other Party and its counsel, the transferee’s written acknowledgement of and agreement to be
bound by, and to vote the transferred Securities at all times in accordance with, the terms of this Agreement.


 


8.2.       Legends.
Each share certificate of the Company shall bear a legend, consistent with Applicable Law, providing that any transfer of the Securities
evidenced by such certificate is subject to approval by the Board.


 


8.3.       Initial
Public Offering. The foregoing restrictions shall cease to be of any further force or effect upon the closing date of an initial
public offering of Securities.


 


8.4.       Board
Approval. Each Party shall cause each Director that it has appointed pursuant hereto to vote to approve any transfer of Securities
that complies with the terms of this Section 8.


 






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9.             Distributions.
Subject to restrictions set forth in any financing document entered into by the Company, upon completion of each Company’s business
venture, the Company shall distribute its available cash (net cash generated from sale of the business venture and/or its units less
disbursements and appropriate reserves), to the Parties based on their relative equity interest in the Company.


 


10.           Indemnification.
The Company shall indemnify and hold harmless its directors, officers, to the fullest extent permitted by law, from and against any and
all liabilities and damages (including legal expenses) imposed on or incurred by them in any way relating to or arising out of their
services to the Company, but not including costs in connection with a dispute(s) between the parties to this Agreement. The Company shall
purchase an insurance policy providing directors’ and officers’ liability insurance.


 


11.           General
Provisions


 


11.1.       Governing
Law, Dispute Resolution. The validity, construction and enforceability of this Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada. All disputes between the Parties arising out of this Agreement shall be settled by the Parties
amicably through good faith discussions upon the written request of either Party. In the event that any such dispute cannot be resolved
thereby within a period of thirty (30) days after such notice has been given, such dispute shall be finally settled by arbitration in
Clark County, California, using the English language, and in accordance with the rules then in effect of the American Arbitration Association.
The arbitrator(s) shall have the authority to grant specific performance, and to allocate between the Parties the costs of arbitration
in such equitable manner as the arbitrator(s) may determine. The prevailing Party in the arbitration shall be entitled to receive reimbursement
of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in any court having jurisdiction
or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding
the foregoing, either Party shall have the right to institute a legal action in a court of proper jurisdiction for injunctive relief
and/or a decree for specific performance pending final settlement by arbitration.


 


11.2.       Notices
and Other Communications. Any and all notices, requests, demands and other communications required or otherwise contemplated to be
made under this Agreement shall be in writing and in English and shall be provided by one or more of the following means and shall be
deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the first Business Day
following receipt of a transmittal confirmation, or (d) if by international courier service, on the second business day following the
date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier
service. All such notices, requests, demands and other communications shall be addressed as follows:


 


If
to IGBM:


 


Attention:
MARIA BELOVA & ILDAR GAINULIN





25274
La Loma Dr., Los Altos Hills, CA 94022





Telephone:
718-690-4445


 





If
to GBT:


 






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GBT
TECHNOLOGIES INC.





Attention:
Mansour Khatib, CEO





2450
Colorado, Suite 100E





Santa
Monica, CA 90404 USA





Telephone:888-685-7336


 


or
to such other address or facsimile number as a Party may have specified to the other Party in writing delivered in accordance with this
Section 9.2.


 


11.3.       Language.
This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other
language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given
pursuant to this Agreement shall be in the English language.


 


11.4.       Severability.
If any provision in this Agreement shall be found or be held to be invalid or unenforceable then the meaning of said provision shall
be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision,
it shall be severed from the remainder of this Agreement which shall remain in full force and effect unless the severed provision is
essential and material to the rights or benefits received by any Party. In such event, the Parties shall use best efforts to negotiate,
in good faith, a substitute, valid and enforceable provision or agreement which most nearly affects the Parties’ intent in entering
into this Agreement.


 


11.5.       References,
Subject Headings. Unless otherwise indicated, references to Sections and Exhibits herein are to Sections of, and Exhibits to,
this Agreement. The subject headings of the Sections of this Agreement are included for the purpose of convenience of reference only,
and shall not affect the construction or interpretation of any of its provisions.


 


11.6.       Further
Assurances. The Parties shall each perform such acts, execute and deliver such instruments and documents, and do all such other things
as may be reasonably necessary to accomplish the transactions contemplated in this Agreement.


 


11.7.       Expenses.
Each of the Parties will bear its own costs and expenses, including, without limitation, fees and expenses of legal counsel, accountants,
brokers, consultants and other representatives used or hired in connection with the negotiation and preparation of this Agreement and
consummation of the transactions contemplated hereby. All such expenses incurred by the Company shall be borne by GBT to the maximum
extent permitted by Applicable Law including, without limitation, expenses relating to the formation of the Company, any transfer taxes
for transfer of the Company stock to the Parties, registration charges, taxes, fees and expenses relating to required governmental or
regulatory approvals, notary fees and legal fees and expenses.


 


11.8.       No
Waiver. No waiver of any term or condition of this Agreement shall be valid or binding on a Party unless the same shall have been
set forth in a written document, specifically referring to this Agreement and duly signed by the waiving Party. The failure of a Party
to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by one or both of the
other Parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions,
nor in any way affect the ability of a Party to enforce each and every such provision thereafter.


 






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11.9.       Entire
Agreement; Amendments. The terms and conditions contained in this Agreement (including the Exhibits hereto) and the Transaction Documents
constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written,
between the Parties with respect to the subject matter hereof. No agreement or understanding amending this Agreement shall be binding
upon any Party unless set forth in a written document which expressly refers to this Agreement and which is signed and delivered by duly
authorized representatives of each Party.


 










11.10.     Assignment.
The Parties shall have the right to assign its rights or obligations under this Agreement except in connection with a transfer of all
of such Party’s Securities in a manner permitted hereunder, under terms reasonably acceptable to the non-assigning Party and providing
for the assignee to be bound by the terms hereof, and for the assigning Party to remain liable for the assignee’s performance of
its obligations hereunder. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective
successors and permitted assigns.


 


11.11.     No
Agency. The Parties are independent contractors. Nothing contained herein or done in pursuance of this Agreement shall constitute
any Party the agent of any other Party for any purpose or in any sense whatsoever.


 


11.12.     No
Beneficiaries. Nothing herein express or implied, is intended to or shall be construed to confer upon or give to any person, firm,
corporation or legal entity, other than the Parties and their Affiliates who hold Securities, any interests, rights, remedies or other
benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.


 


11.13.     Effective
Date of Transaction Documents. The Transaction Documents (other than this Agreement and the Articles) shall become effective concurrently
with consummation, on the Closing Date, of the transactions described in Section 3.2(a).


 


11.14.     Counterparts.
This Agreement may be executed in any number of counterparts, and each counterpart shall constitute an original instrument, but all such
separate counterparts shall constitute only one and the same instrument.


 


11.15     Incidental
and Consequential Damages. No Party will be liable to the other Party(ies) under any contract, negligence, strict liability or other
theory for any indirect, incidental or consequential damages (including without limitation lost profits) with respect to a breach of
this Agreement or any Transaction Document.


 






    12 


     


    

 


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: June 10, 2022	By	 
	 	 	 	Mansour Khatib
	 	 	Its:	Chief Executive Officer




  


	Dated: June 10, 2022	By	 
	 	 	ILDAR GAINULIN
	 	 	 
	Dated: June 10, 2022	By	 
	 	 	MARIA BELOVA




  



    13 


     


    







 





CONSULTING
AGREEMENT


 


THIS
AGREEMENT is made and entered into effective as of the 10 day of June 2022, by and between ELENTINA GROUP, LLC (“Consultant”),
and METAVERSE KIT Corp., a Nevada corporation (the “Company”).


 


R
E C I T A L S:


 


		A.	The
                                            Company is a closely-held corporation that was a formed or will be formed as a special purpose
                                            entity and as vehicle for the joint venture as stated in the Joint Venture Agreement between
                                            the ILDAR GAINULIN and MARIA BELOVA (“IGBM”) and GBT Technologies Inc. (“GBT”).



 


		B.	



 


The
Company’s principal purposes are: identifying, investigating, investing in, and creating business with technology opportunities
and organizations; obtain additional financing and/or become publicly owned through the sale of shares to the public and/or obtain financing
through private placement offering(s); activities incidental thereto and as further detailed: to develop, maintain and support source
codes for its proprietary technologies and comprehensive platform that combines a core virtual reality platform and an extended set of
real-world functions to provide a Metaverse experience initially with the area of sports and then expanding into virtual worlds of entertainment,
live events, gaming, communications and other cross over product opportunities, including advanced mobile chip technologies, real time
tracking, technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process
outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated
inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups throughout the world.(collectively
“Company Purposes”).


 


C.             Consultant
is a highly experienced entrepreneur, technologist, consultant, business strategist, and has senior-level experience in privately and
publicly held companies, and is well connected within the technology industry in Europe and the United States. Consultant is experienced
in the financing field and familiar with the steps necessary to assist a closely-held business in becoming a publicly held company and/or
obtain financing through private placement offering(s).


 


D.            The
Company is willing to engage Consultant to perform consulting services for its benefit and is willing to pay Consultant a reasonable
fee for those services.


 


E.             The
parties hereto desire to enter into this Consulting Agreement upon the terms and conditions hereinafter set forth.


 






     


     


    

 


A
G R E E M E N T S:


 


1.       CONSULTING
SERVICES. Consultant agrees to provide consulting services to the Company relating to the Company Purposes including, but not limited
to, the following:


 


		a.	Assisting
                                            the Company in developing its investment image;



 


		b.	Interviewing
                                            and selecting investment bankers;



 


		c.	Meeting
                                            with investment bankers, security analysts, portfolio managers, stockbrokers, and traders;



 


		d.	Assisting
                                            in determining the appropriate pricing for an initial public offering and/or private placement
                                            offering(s);



 


		e.	Being
                                            available for investor and due diligence meetings;



 


		f.	Working
                                            with attorneys and investment bankers on registration statement as needed;



 


		g.	Advising
                                            in connection with development of technology opportunities to be invested in by Company;



 


		h.	Advising
                                            in connection with all products and services business development, including but not limited
                                            to, planning, budgeting, revenue projections, marketing and sales, and contract administration;
                                            and



 


		i.	Advising
                                            in connection with other investments Company may pursue, including all stages involved.



 


2.       CONSULTING
FEE. In consideration of Consultant’s performance of the services referred to in Paragraph 1 for the term hereof, the Company agrees
to pay to Consultant a consulting fee in an amount equal to $25,000 per month, payable in GBT shares of common stock. The number of GBT
shares of common stock shall be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters, and be determined
by dividing the cumulative quarterly fee by GBT’s 10-day VWAP. The Consultant represents that it is an accredited investor as such
term is defined under the Securities Act of 1933, as amended (the “Act”). Consultant acknowledges
that the GBT shares of common stock will not be registered under the Act, or the securities
laws of any state (the “State Acts”), in reliance upon an exemption from the registration requirements of the Act and the
State Acts; that absent an exemption from registration contained in the Act and the State Acts, the GBT shares of common stock, would
require registration; and that the Company’s reliance upon such exemptions is based, in material part, upon the undersigned’s
representations, warranties, and agreements contained in this Agreement. The Consultant understands that the certificates for the GBT
shares of common stock will be affixed with a restrictive legend. 


 


3.       TERM.
The term of this Agreement shall commence on the date hereof and continue for two (2) years, ending on June 30, 2024. Notwithstanding
anything else to the contrary herein, since this Consulting Agreement is part of the Joint Venture Agreement; a termination of this Consulting
Agreement shall only be done in compliance and conformity with the Joint Venture Agreement, Company Article of Incorporation and Bylaws,
Company policy, and the Transaction Documents.


 


4.       CONFIDENTIAL
INFORMATION. It is expressly understood and agreed that all trade secrets and proprietary know-how of the Company are confidential and
are the sole property of the Company. Consultant shall have no right to possession of such trade secrets and know-how other than in the
discharge of its duties hereunder.


 



     


     


    




 





5.       LIABILITY
OF CONSULTANT. In the course of carrying out its duties as obligated under this Consulting Agreement, Consultant shall be liable only
for willful misconduct, but in all other respects, shall not be liable to the Company for any mistake of judgment. If the Consultant
becomes liable or responsible for the payment of any debt, encumbrance, liability or judgment arising out of or resulting from Consultant’s
performance under this Agreement, and the payment of such debt, encumbrance, liability or a judgment did not arise through the willful
misconduct of Consultant, the Company shall indemnify Consultant for any and all such expense.


 


6.       INDEPENDENT
CONTRACTOR STATUS. Consultant is providing services to the Company only for the purposes and to the extent set forth in this Consulting
Agreement and the Joint Venture Agreement, and Consultant’s relation to the Company shall at all times during the term of this
Consulting Agreement be that of an independent contractor. In connection with the Consultant Agreement and the Consulting Fee, Consultant
shall not be considered as having employee status or as being entitled to participate in any plans, arrangements, or distributions by
the Company pertaining to or in connection with any pension plan, stock plan, bonus plan, profit sharing plan or similar plan or benefit
for the Company’s employees.


 


7.       COST
AND EXPENSES. The Company shall reimburse Consultant for reasonable out-of-pocket costs and expenses incurred by Consultant in connection
with the performance of its duties as described herein.


 


8.       NOTICES.
Any notices, statements, payments or other communications by the parties hereto to the other party shall be directed to the address set
forth below:


  


If
to the Company:                              METAVERSE KIT Corp.





Attention:





2450
Colorado, Suite 100E





Santa
Monica, CA 90404 USA





Telephone:
888-685-7336


 


If
to Consultant:Attention:                ELENTINA GROUP, LLC





27673
N Weeping Willow Dr, Valencia, CA 91354





Telephone:
747-588-2937


 


9.       ASSIGNMENTS.
Neither party shall assign this Agreement or any portion of the rights without the prior written consent of the other party hereto.


 


10.       BINDING
EFFECT. This Agreement, and its terms and provisions, shall be binding upon, and inure to, the benefit of the parties, their successors,
administrators, executors and assigns, except as otherwise provided herein.


 


11.       COMPLETE
AGREEMENT. This Agreement sets forth all of the covenants, agreements, conditions and understandings between the parties hereto, and
except for the Joint Venture Agreement between IGBM and GBT and the terms thereunder, there are no covenants, promises, agreements, conditions
or understandings, either oral or written, between them other than as set forth herein, and those agreements which are executed contemporaneously
herewith. This Agreement cannot be modified or changed except by a written instrument executed by all the parties hereto.


 






     


     


    

  


12.       CONSTRUCTION.
This Agreement shall be construed in accordance with and be governed by the laws of the State of California.


 


IN
WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.


 





	 	 	“COMPANY”:
	 	 	METAVERSE KIT Corp.
	 	 	 	 
	Dated: June 10, 2022	By	 
	 	 	 	Michael Murray
	 	 	Its:	CEO



 





	 	 	“CONSULTANT”
	 	 	ELENTINA GROUP, LLC
	 	 	 
	 	 	 
	Dated: June 10, 2022	By	 
	 	 	YURIY SHIRNIYAN
	 	 	Its:	Manager



  






     


     


    

 


ASSET
PURCHASE AGREEMENT


 


THIS
AGREEMENT (“Agreement”) made this 10 day of June, 2022, by and between ILDAR
GAINULIN and MARIA BELOVA (“Seller”), and METAVERSE Kit Corp., a Nevada corporation (“Company”
or “Purchaser”).


 


In
consideration of the mutual covenants contained herein, it is agreed by and between the parties as follows:


 


1.
Seller shall sell and Purchaser shall purchase, free and clear of all liens, encumbrances and liabilities, certain assets of Seller’s
business, which are more fully described and enumerated in Schedule A which is attached and by this reference made a part hereof (the
“Assets”).


 


2.
Purchaser shall issue to the Seller as the purchase price for the Assets the Company Interest as defined in that certain Joint Venture
and Territorial License Agreement by and between Seller and Purchaser.


 


3.
Seller shall sell, assign, transfer, and convey to Purchaser the Assets, free of all liabilities.


 


4.
All equipment included in the sale shall be in good working condition at the time of sale. Purchaser shall accept the Assets “as
is” without warranty as to their condition and operation.


 


5.
The actions to be taken by the parties hereto to close the transaction as provided shall take place on or before June 10, 2022 (“Closing
Date”) at Purchaser’s corporate office, hereinafter referred to as the (“Closing”). At the Closing, Seller shall
deliver to Purchaser possession of the Assets, and good and sufficient instruments of transfer, conveying and transferring the Assets
to Purchaser. Such delivery shall be made against payment and delivery to the Seller of the price as set forth herein above. The instruments
of transfer shall contain covenants and warranties that Seller has good and marketable title in and to the Assets.


 


6.
Seller covenants, warrants and represents:


 


(a)
It is not presently involved in any activity or outstanding dispute with any taxing authority as to the amount of any taxes due, nor
has it received any notice of any deficiency, credit or other indication of deficiency from any taxing authority.


 






     


     


    

 


(b)
It is the owner of and has good and marketable title to all of the Assets enumerated in the attached Schedule A, free from all encumbrances.


 


(c)
Seller shall indemnify and hold harmless Purchaser from any and all claims of its creditors and such Assets shall transfer to Purchaser,
free and clear of all liens and encumbrances.


 


All
representations and warranties made by Seller shall survive the Closing.


 


7.
Seller hereby assumes all risk of loss, damage or destruction resulting from fire or other casualty from the date hereof to the time
of transfer of Assets and Closing.


 


8.
This Agreement shall be binding upon the personal representatives, successors and assignees of the parties. This Agreement and any accompanying
instruments and documents include the entire transaction between the parties and there are no representations, warranties, covenants
or conditions, except those specified herein or in accompanying instruments and documents.


 


9.
All covenants, warranties and representations herein shall survive this Agreement and the Closing Date.


 


10.
This Agreement shall be governed in all respects by the laws of the State of California.


 


IN
WITNESS WHEREOF, the parties hereto have set their hands and seals, the date and place first above written.


 


	 	 	METAVERSE KIT Corp.
	 	 	 
	 	 	 	 
	Dated: June 10, 2022	By	 
	 	 	 	Michael Murray
	 	 	Its:	CEO
	 	 	 	 
	 	 	SELLER




 


	Dated: June 10, 2022	By	 
	 	 	ILDAR GAINULIN
	 	 	 
	Dated: June 10, 2022	By	 
	 	 	MARIA BELOVA




 



     


     


    




 


SCHEDULE
A


 


Source
codes for proprietary technologies and comprehensive platform that combines a core virtual reality platform and an extended set of real-world
functions to provide a Metaverse experience initially with the area of sports and then expanding into virtual worlds of entertainment,
live events, gaming, communications and other cross over product opportunities, per our planning as followings:


 


Our
current technological stack


 


		●	We
                                            use Unreal Engine 5 to create metaverse dimensions.



 


		o	Through
                                            UE5 we will deploy servers and clients



 


		●	We
                                            plan to use EOS Voice (from Epic Games) for voice chat



 


		●	The
                                            UE client must be deployed in Azure cloud in containers, we will organize access to it through
                                            Pixel Streaming. At the same time, the PXS Web Player will open in the user’s browser
                                            - which plays streaming video from the game (via WebRTC) and sends back the user input.



 


		●	We
                                            also plan to deploy servers with dimensions of the metaverse in Azure in containers



 


		●	Preferred
                                            database - PostgreSQL or Azure SQL Server



 


		●	Presumably
                                            we plan to use asp.net Core and C# language for writing microservices and serverless (Azure
                                            Functions)



 


		●	We
                                            plan to deploy microservices in the Azure Application Service or in K8S clusters



 


Instance
Fleet Requirements


 


		●	We
                                            need instances with GPU for clients



 


		●	We
                                            need instances without GPU for servers



 


		●	We
                                            plan to run UE clients in Docker container from Nvidia and the server probably in K8S.



 


		o	Accordingly,
                                            we plan to keep several containers on one instance, this applies to clients and servers



 


		o	We
                                            plan to use Linux OS



 


		●	On
                                            top of the logic responsible for running instances, we plan to introduce a system of sessions
                                            and grouping sessions.



 


		o	A
                                            session is characterized by a UE5 server with a space running on it, as well as users connected
                                            to the server and clients assigned to them.



 


		o	Users
                                            can connect to a session, disconnect from a session and switch to another session



 


		▪	When
                                            connecting to a session, if a VM is assigned to the user, it is issued to him and remains
                                            with him when switching sessions



 






     


     


    

 


Other
modules and their functional requirements


 


		●	Authorization
                                            module



 


		o	Users
                                            must be able to log in with a username and password and/or via OAuth 2



 


		o	We
                                            need to store user status data within the metaverse



 


		●	Messenger
                                            and Friends module



 


		o	Users
                                            should be able to exchange messages within the metaverse, as well as make friends (add to
                                            friends and agree/disagree)



 


		o	Accordingly,
                                            we should store the message history and allow users to access the message history



 


		●	Session
                                            module



 


		o	The
                                            module consists of 4 services that are responsible for:



 


		●	Scaling
                                            containers with Unreal clients



 


		o	Scaling
                                            containers with Unreal servers



 


		o	User
                                            sessions (Unreal user-client communication)



 


		o	Multi-user
                                            sessions (communication of user sessions and Unreal server)



 


		o	The
                                            services of this module must be deployed



 


		●	Centralized
                                            logging and analytics module



 


		o	Has
                                            4 levels of logging



 


		▪	At
                                            the first level, we collect log files of all systems and assign metadata to them for future
                                            search:



 


		▪	The
                                            session to which it refers



 


		▪	Users
                                            to which it applies



 


		▪	Events
                                            to which it refers



 


		▪	At
                                            the second level, we collect individual important messages that are immediately sent to the
                                            logging service, which are also assigned metadata. For example, these messages may be as
                                            follows:



 


		▪	The
                                            user has connected to session A



 


		▪	The
                                            client of such a user has crashed



 


		▪	At
                                            the third level, we collect data on performance and load, this is especially relevant for
                                            modules on UE5, but it is important for all modules of the system. Performance data is also
                                            provided with metadata for future search.



 


		▪	At
                                            the fourth level, we collect analytics events that will meet the business requirements that
                                            will be put forward to analytics in the future



 


		o	We
                                            also plan to implement a graphical interface for accessing logs and a system for visualizing
                                            performance data.



 


		●	Website
                                            module that minimally includes:



 


		o	Web
                                            interface of messenger and friends



 


		o	Authorization
                                            page



 


		o	The
                                            user’s home page (Personal account)



 


		o	Event
                                            Feed



 


		o	Web
                                            Player for Pixel Streaming



 






     


     


    

 


Architecture
suggestions


 


We
plan to use a micro-service architecture in some parts, for example, the mechanism for launching and scaling instances, we probably will
implement in Serverless.


 


We
also plan to launch microservices in K8S:


 


		●	Authorization
                                            service



 


		●	Messenger
                                            and friend’s service



 


		●	Session
                                            service



 


		●	Instance
                                            launch service



 


		●	Website
                                            service



 


		●	Analytics
                                            service



 


		o	Analytics
                                            data visualization and analysis service



 


		●	Log
                                            collection service



 


		o	Log
                                            visualization and viewing service



 


A
separate service with a frontend and backend is:


 


		●	Pixel
                                            Streaming Web Player



 


Large
services on Unreal Engine 5:


 


		●	Unreal
                                            Engine Client



 


		●	Unreal
                                            Engine Server



 


Integrated
third-party service:


 


		●	Third-party
                                            EOS backend for voice chat



 


End
of Schedule A


 






     


     


    

 


CONSULTING
AGREEMENT


 


THIS
AGREEMENT is made and entered into effective as of the 10 day of June 2022, by and between ILDAR GAINULIN and MARIA BELOVA (“Consultant”),
and METAVERSE KIT Corp., a Nevada corporation (the “Company”).


 


R
E C I T A L S:


 


		C.	The
                                            Company is a closely-held corporation that was a formed or will be formed as a special purpose
                                            entity and as vehicle for the joint venture as stated in the Joint Venture Agreement between
                                            the ILDAR GAINULIN and MARIA BELOVA (“IGBM”) and GBT Technologies Inc. (“GBT”).



 


		D.	



 


The
Company’s principal purposes are: identifying, investigating, investing in, and creating business with technology opportunities
and organizations; obtain additional financing and/or become publicly owned through the sale of shares to the public and/or obtain financing
through private placement offering(s); activities incidental thereto and as further detailed: to develop, maintain and support source
codes for its proprietary technologies and comprehensive platform that combines a core virtual reality platform and an extended set of
real-world functions to provide a Metaverse experience initially with the area of sports and then expanding into virtual worlds of entertainment,
live events, gaming, communications and other cross over product opportunities, including advanced mobile chip technologies, real time
tracking, technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process
outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated
inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups throughout the world.(collectively
“Company Purposes”).


 


C.             Consultant
is a highly experienced entrepreneur, technologist, consultant, business strategist, and has senior-level experience in privately and
publicly held companies, and is well connected within the technology industry in Europe and the United States. Consultant is experienced
in the financing field and familiar with the steps necessary to assist a closely-held business in becoming a publicly held company and/or
obtain financing through private placement offering(s).


 


D.            The
Company is willing to engage Consultant to perform consulting services for its benefit and is willing to pay Consultant a reasonable
fee for those services.


 


E.             The
parties hereto desire to enter into this Consulting Agreement upon the terms and conditions hereinafter set forth.


 






     


     


    

 


A
G R E E M E N T S:


 


1.       CONSULTING
SERVICES. Consultant agrees to provide consulting services to the Company relating to the Company Purposes including, but not limited
to, the following:


 


		a.	Assisting
                                            the Company in developing its investment image;



 


		b.	Interviewing
                                            and selecting investment bankers;



 


		c.	Meeting
                                            with investment bankers, security analysts, portfolio managers, stockbrokers, and traders;



 


		d.	Assisting
                                            in determining the appropriate pricing for an initial public offering and/or private placement
                                            offering(s);



 


		e.	Being
                                            available for investor and due diligence meetings;



 


		f.	Working
                                            with attorneys and investment bankers on registration statement as needed;



 


		g.	Advising
                                            in connection with development of technology opportunities to be invested in by Company;



 


		h.	Advising
                                            in connection with all products and services business development, including but not limited
                                            to, planning, budgeting, revenue projections, marketing and sales, and contract administration;
                                            and



 


		i.	Advising
                                            in connection with other investments Company may pursue, including all stages involved.



 


2.       CONSULTING
FEE. In consideration of Consultant’s performance of the services referred to in Paragraph 1 for the term hereof, the Company agrees
to pay to Consultant a consulting fee in an amount equal to $25,000 per month, payable in GBT shares of common stock. The number of GBT
shares of common stock shall be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters, and be determined
by dividing the cumulative quarterly fee by GBT’s 10-day VWAP. The Consultant represents that it is an accredited investor as such
term is defined under the Securities Act of 1933, as amended (the “Act”). Consultant acknowledges
that the GBT shares of common stock will not be registered under the Act, or the securities
laws of any state (the “State Acts”), in reliance upon an exemption from the registration requirements of the Act and the
State Acts; that absent an exemption from registration contained in the Act and the State Acts, the GBT shares of common stock, would
require registration; and that the Company’s reliance upon such exemptions is based, in material part, upon the undersigned’s
representations, warranties, and agreements contained in this Agreement. The Consultant understands that the certificates for the GBT
shares of common stock will be affixed with a restrictive legend.


 


3.       TERM.
The term of this Agreement shall commence on the date hereof and continue for two (2) years, ending on June 30, 2024. Notwithstanding
anything else to the contrary herein, since this Consulting Agreement is part of the Joint Venture Agreement; a termination of this Consulting
Agreement shall only be done in compliance and conformity with the Joint Venture Agreement, Company Article of Incorporation and Bylaws,
Company policy, and the Transaction Documents.


 






     


     


    

 


4.       CONFIDENTIAL
INFORMATION. It is expressly understood and agreed that all trade secrets and proprietary know-how of the Company are confidential and
are the sole property of the Company. Consultant shall have no right to possession of such trade secrets and know-how other than in the
discharge of its duties hereunder.


 


5.       LIABILITY
OF CONSULTANT. In the course of carrying out its duties as obligated under this Consulting Agreement, Consultant shall be liable only
for willful misconduct, but in all other respects, shall not be liable to the Company for any mistake of judgment. If the Consultant
becomes liable or responsible for the payment of any debt, encumbrance, liability or judgment arising out of or resulting from Consultant’s
performance under this Agreement, and the payment of such debt, encumbrance, liability or a judgment did not arise through the willful
misconduct of Consultant, the Company shall indemnify Consultant for any and all such expense.


 


6.       INDEPENDENT
CONTRACTOR STATUS. Consultant is providing services to the Company only for the purposes and to the extent set forth in this Consulting
Agreement and the Joint Venture Agreement, and Consultant’s relation to the Company shall at all times during the term of this
Consulting Agreement be that of an independent contractor. In connection with the Consultant Agreement and the Consulting Fee, Consultant
shall not be considered as having employee status or as being entitled to participate in any plans, arrangements, or distributions by
the Company pertaining to or in connection with any pension plan, stock plan, bonus plan, profit sharing plan or similar plan or benefit
for the Company’s employees.


 


13.    7.COST
AND EXPENSES. The Company shall reimburse Consultant for reasonable out-of-pocket costs and expenses incurred by Consultant in connection
with the performance of its duties as described herein.


 


8.       NOTICES.
Any notices, statements, payments or other communications by the parties hereto to the other party shall be directed to the address set
forth below:


 


If
to the Company:                              METAVERSE KIT Corp.





Attention:





2450
Colorado, Suite 100E





Santa
Monica, CA 90404 USA





Telephone:
888-685-7336


 


If
to Consultant:Attention:                ILDAR GAINULIN MARIA BELOVA





25274
La Loma Dr. Los Altos Hills, CA 94022





Telephone:
718-690-4445


 


9.       ASSIGNMENTS.
Neither party shall assign this Agreement or any portion of the rights without the prior written consent of the other party hereto.


 


10.     BINDING
EFFECT. This Agreement, and its terms and provisions, shall be binding upon, and inure to, the benefit of the parties, their successors,
administrators, executors and assigns, except as otherwise provided herein.


 






     


     


    

 


11.     COMPLETE
AGREEMENT. This Agreement sets forth all of the covenants, agreements, conditions and understandings between the parties hereto, and
except for the Joint Venture Agreement between IGBM and GBT and the terms thereunder, there are no covenants, promises, agreements, conditions
or understandings, either oral or written, between them other than as set forth herein, and those agreements which are executed contemporaneously
herewith. This Agreement cannot be modified or changed except by a written instrument executed by all the parties hereto.


 


12.     CONSTRUCTION.
This Agreement shall be construed in accordance with and be governed by the laws of the State of California.


 


IN
WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.


 





	 	 	“COMPANY”:
	 	 	METAVERSE KIT Corp.
	 	 	 	 
	Dated: June 10, 2022	By	 
	 	 	 	Michael Murray
	 	 	Its:	CEO



  


	 	 	“CONSULTANT”
	 	 	 
	Dated: June 10, 2022	By	 
	 	 	ILDAR GAINULIN
	 	 	 
	Dated: June 10, 2022	By	 
	 	 	MARIA BELOVA